Common use of Owned and Leased Real Properties Clause in Contracts

Owned and Leased Real Properties. (a) Section 3.8(a) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”), (ii) the record owners of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. The Company or its Subsidiaries are the sole owners of good, valid and marketable title to the Owned Real Properties free and clear of all Liens other than those that would not, individually or in the aggregate, result in a Company Material Adverse Effect. (b) Section 3.8(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively, the “Leases”). Each Lease is valid and binding and is enforceable by the Company or its Subsidiaries in accordance with its respective terms (subject to the Bankruptcy and Equity Exception), except for such failures to be valid, binding or enforceable that, individually or in the aggregate, would not result in a Company Material Adverse Effect. The Company and its Subsidiaries and, to the knowledge of the Company, each other party to the Leases, have performed in all material respects their respective obligations to be performed by them to the date hereof under the Leases and are not, and are not alleged in writing to be, (with or without notice, the lapse of time, or both) in breach thereof or default thereunder, and neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to the Leases, 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.

Owned and Leased Real Properties. (a) Neither the Company nor any of its Subsidiaries owns any real property. Section 3.8(a) 3.8 of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”), (ii) the record owners of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. The Company or its Subsidiaries are the sole owners of good, valid and marketable title to the Owned Real Properties free and clear of all Liens other than those that would not, individually or in the aggregate, result in a Company Material Adverse Effect. (b) Section 3.8(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (the “Leased Real Property”). The Company has made available to Buyer true, correct and complete copies of all Contracts under which the Leased Real Property is currently leased, licensed or subleased (collectively, the “Leases”). Each Lease is in full force and effect, valid and binding binding, and is enforceable by the Company or its Subsidiaries in accordance with its respective terms (subject to the Bankruptcy bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and Equity Exceptionsimilar laws of general applicability relating to or affecting creditors’ rights and to general equity principles), except for such failures to be in full force or effect or valid, binding or and enforceable that, individually or in the aggregate, would not result in reasonably be expected to have a Company Material Adverse Effect. The Company and its Subsidiaries andThere is not any existing material breach, to the knowledge default or event of the Company, each other party to the Leases, have performed in all material respects their respective obligations to be performed by them to the date hereof under the Leases and are not, and are not alleged in writing to be, default (or event which with notice or without notice, the lapse of time, or both, would constitute a default) in breach thereof or default thereunder, and neither by the Company nor any of or its Subsidiaries noror, to the knowledge of the Company, any other third party to under any of the Leases, has violated . No parties other than the Company or any provision ofof its Subsidiaries have a right to occupy any material Leased Real Property. The Leased Real Property is used only for the operation of the business of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or committed any other material costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or failed to perform any act which, with or without notice, lapse of time or both, would constitute a default under the provisions earlier termination of any Leaseleases or other occupancy agreements for the Leased Real Property.

Owned and Leased Real Properties. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.8(a3.9(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned leased, subleased or licensed by the Company or any of its Subsidiaries (the “Owned Real Property”)Subsidiaries, (ii) the record owners of all Contracts under which such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. The Company or its Subsidiaries are the sole owners of good, valid and marketable title to the Owned Real Properties free and clear of all Liens other than those that would not, individually or in the aggregate, result in a Company Material Adverse Effect. (b) Section 3.8(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property is leased, subleased or licensed by the Company or any of its Subsidiaries (collectively, the “Company Leases”). Each Lease is valid ) and binding and is enforceable by the Company or its Subsidiaries in accordance with its respective terms (subject to the Bankruptcy and Equity Exception), except for such failures to be valid, binding or enforceable that, individually or in the aggregate, would not result in a Company Material Adverse Effect. The Company and its Subsidiaries and, to the knowledge location of the Company, each other party to the Leases, have performed in all material respects their respective obligations to be performed by them to the date hereof under the Leases and are not, and are not alleged in writing to be, (with or without notice, the lapse of time, or both) in breach thereof or default thereunder, and neither premises. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company’s knowledge, any other party to the Leasesany Company Lease, 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 is in material default under any of the provisions Company Leases. Each of the Company Leases is in full force and effect and is enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception, and shall not cease to be in full force and effect as a result of the Merger or the other transactions contemplated by this Agreement. The Company has made available to the Parent complete and accurate copies of all Company Leases. (c) Section 3.9(c) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property subleased or licensed by the Company or any Leaseof its Subsidiaries to any other person (other than another Subsidiary of the Company) (collectively, the “Company Subleases”) and the location of the premises. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any other party to any Company Sublease, is in material default under any of the Company Subleases. Each of the Company Subleases is in full force and effect and is enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception, and shall not cease to be in full force and effect as a result of the Merger and the other transactions contemplated by this Agreement. The Company has made available to the Parent complete and accurate copies of all Company Subleases.

Owned and Leased Real Properties. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.8(a3.9(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”), (ii) the record owners of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. The Company or its Subsidiaries are the sole owners of good, valid and marketable title to the Owned Real Properties free and clear of all Liens other than those that would not, individually or in the aggregate, result in a Company Material Adverse Effect. (b) Section 3.8(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively, the “Company Leases”). Each Lease is valid ) and binding and is enforceable by the Company or its Subsidiaries in accordance with its respective terms (subject to the Bankruptcy and Equity Exception), except for such failures to be valid, binding or enforceable that, individually or in the aggregate, would not result in a Company Material Adverse Effect. The Company and its Subsidiaries and, to the knowledge location of the Company, each other party to the Leases, have performed in all material respects their respective obligations to be performed by them to the date hereof under the Leases and are not, and are not alleged in writing to be, (with or without notice, the lapse of time, or both) in breach thereof or default thereunder, and neither premises. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company’s knowledge, any other party to the Leasesany Company Lease, 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 is in material default under any of the provisions Company Leases. Each of the Company Leases is in full force and effect and is enforceable in accordance with its terms and, subject to any Leaserequired provision of notice to any landlord as described in Section 3.9(b) of the Company Disclosure Schedule, shall not cease to be in full force and effect as a result of the Merger or the other transactions contemplated by this Agreement. The Company has made available to the Parent complete and accurate copies of all Company Leases. (c) Section 3.9(c) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property subleased or licensed by the Company or any of its Subsidiaries to any other person (other than another Subsidiary of the Company) (collectively, the “Company Subleases”) and the location of the premises. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any other party to any Company Sublease, is in material default under any of the Company Subleases. Each of the Company Subleases is in full force and effect and is enforceable in accordance with its terms and, subject to any required provision of notice to any landlord as described in Section 3.9(b) of the Company Disclosure Schedule, shall not cease to be in full force and effect as a result of the Merger and the other transactions contemplated by this Agreement. The Company has made available to the Parent complete and accurate copies of all Company Subleases.

Owned and Leased Real Properties. (a) Neither the Company nor any of its Subsidiaries has ever owned any real property. (b) Section 3.8(a3.9(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned leased, subleased or licensed by the Company or any of its Subsidiaries (the “Owned Real Property”)Subsidiaries, (ii) the record owners of all contracts under which such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. The Company or its Subsidiaries are the sole owners of good, valid and marketable title to the Owned Real Properties free and clear of all Liens other than those that would not, individually or in the aggregate, result in a Company Material Adverse Effect. (b) Section 3.8(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property is leased, subleased or licensed by the Company or any of its Subsidiaries (collectively, the “Company Leases”). Each Lease is valid ) and binding and is enforceable by the Company or its Subsidiaries in accordance with its respective terms (subject to the Bankruptcy and Equity Exception), except for such failures to be valid, binding or enforceable that, individually or in the aggregate, would not result in a Company Material Adverse Effect. The Company and its Subsidiaries and, to the knowledge location of the Company, each other party to the Leases, have performed in all material respects their respective obligations to be performed by them to the date hereof under the Leases and are not, and are not alleged in writing to be, (with or without notice, the lapse of time, or both) in breach thereof or default thereunder, and neither premises. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company’s Knowledge, any other party to the Leasesany Company Lease, 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 is in material default under any of the provisions Company Leases. Each of the Company Leases is in full force and effect and is enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception, and shall not cease to be in full force and effect as a result of the Merger or the other transactions contemplated by this Agreement. The Company has made available to the Parent complete and accurate copies of all Company Leases. (c) Section 3.9(c) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property subleased or licensed by the Company or any Leaseof its Subsidiaries to any other person (other than another Subsidiary of the Company) (collectively, the “Company Subleases”) and the location of the premises. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party to any Company Sublease, is in material default under any of the Company Subleases. Each of the Company Subleases is in full force and effect and is enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception, and shall not cease to be in full force and effect as a result of the Merger and the other transactions contemplated by this Agreement. The Company has made available to the Parent complete and accurate copies of all Company Subleases.

Owned and Leased Real Properties. (a) Section 3.8(a) of Neither the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned by the Company or nor any of its Subsidiaries (the “Owned Real Property”), (ii) the record owners of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. The Company owns any real property or its Subsidiaries are the sole owners of good, valid and marketable title has any option or similar interest to the Owned Real Properties free and clear of all Liens other than those that would not, individually or in the aggregate, result in a Company Material Adverse Effectacquire any real property. (b) Section 3.8(b3.9(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all material agreements pursuant to which real property is leased, subleased subleased, or licensed by to, or used by, the Company or any of its Subsidiaries (collectively, the collectively “Company Leases”). Each Lease is valid ) and binding and is enforceable by the location of the premises leased, subleased, or licensed to the Company or its Subsidiaries in accordance (collectively, the “Leased Property”). (c) The Company or its Subsidiaries, as the case may be, are current with its respective terms (subject respect to payment of rent and other monetary sums due pursuant to the Bankruptcy and Equity Exception), except for such failures to be valid, binding or enforceable that, individually or in the aggregate, would not result in a Company Material Adverse Effect. The Company and its Subsidiaries and, to the knowledge of the Company, each other party to the Leases, have performed in all material respects their respective obligations to be performed by them to the date hereof under the Leases and are not, and are not alleged in writing to be, (with or without notice, the lapse of time, or both) in breach thereof or default thereunder, and neither the Company nor any of its Subsidiaries norSubsidiaries, nor to the knowledge of the Company’s Knowledge, any other party to any Company Lease, is in default, in any material respect, under any of the Company Leases. (d) Neither the Company nor any of its Subsidiaries leases, subleases, or licenses any real property to any person (or lets any person use any real property owned, leased to, or used by the Company and its Subsidiaries) other than the Company and its Subsidiaries. (e) The Company has made available to the Buyer complete and accurate copies of all Company Leases, none of which has violated been modified, altered or amended in any provision ofmaterial respect except in writing and disclosed to Purchaser. (f) To the Company’s Knowledge, there are no laws, ordinances, regulations, covenants, conditions or restrictions pertaining to or encumbering the Leased Property which would, in any material way, impair, interfere with or prevent the use of the Leased Property as it is presently being used by the Company or any of its Subsidiaries and neither the Company nor any of its Subsidiaries has received any written notice of any change contemplated in any applicable laws, ordinances or restrictions, or committed any judicial or failed administrative action, or any action by adjacent landowners, which would, in any material respect, prevent, limit or in any manner interfere with the continuing use of the Leased Property as it is presently being used by the Company or any of its Subsidiaries. (g) There are not any pending or, to perform the Company’s Knowledge, threatened condemnation proceeding against all or any act which, with or without notice, lapse portion of time or both, would constitute a default under the provisions Leased Property and neither the Company nor its Subsidiaries has received written notice of any Leasepending or threatened litigation initiated against all or any portion of the Leased Property.

Owned and Leased Real Properties. (a) Section 3.8(a3.9(a) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned by the Company or any of its Subsidiaries Subsidiary (the “Owned Real PropertyEstate”), ) and (ii) the record owners of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real PropertyEstate. The Company or its Subsidiaries are the sole owners of good, valid and marketable applicable Subsidiary owns fee simple title to the Owned Real Properties Estate. To the Company’s Knowledge, such Real Estate is (A) free and clear of all Liens and (B) not subject to any easements, rights of way, covenants, conditions, restrictions or other than those that would notwritten agreements, laws affecting building use or occupancy, or reservations of an interest in title, which prohibit or materially adversely restrict the use of such Real Estate as currently used by the Company and its Subsidiaries. (b) The Real Estate complies with the requirements of all applicable building, zoning, subdivision, health, safety and other land use statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”), except where noncompliance, individually or in the aggregate, result in is not reasonably likely to have a Company Material Adverse Effect. Except as listed in Section 3.9(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has received written notice from any Governmental Entity that it is in material violation of any law affecting any portion of the Real Estate that remains uncured. (bc) Section 3.8(b3.9(c) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively, the collectively “Company Leases”)) and the location of the premises. Each Company Lease is valid and a valid, binding and is enforceable by obligation of the Company or its Subsidiaries in accordance with its respective terms (a Subsidiary of the Company, subject to the Bankruptcy and Equity Exception), except for such failures to be valid, binding or enforceable that, individually or in the aggregate, would not result in a Company Material Adverse Effect. The Company and its Subsidiaries and, to the knowledge of the Company, each other party to the Leases, have performed in all material respects their respective obligations to be performed by them to the date hereof under the Leases and are not, and are not alleged in writing to be, (with or without notice, the lapse of time, or both) in breach thereof or default thereunder, and neither Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company’s Knowledge, any other party to the Leases, has violated any provision Company Lease is in breach or violation of, or committed default under, any of the Company Leases, and, to the Company’s Knowledge, no event has occurred, is pending or failed to perform any act is threatened, which, with after the giving of notice or without notice, the lapse of time or both, would constitute a breach or default by the Company or any of its Subsidiaries, or to the Company’s Knowledge, any other party under any such Company Lease, except in any such case where the provisions breach, violation or existence of such defaults, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Except as set forth in Section 3.9(c) of the Company Disclosure Schedule, neither the Company nor any Leaseof its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries, and neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any Company Lease material to the conduct of the business of the Company and its Subsidiaries, taken as a whole. The Company has made available to the Buyer complete and accurate copies of all Company Leases.

Owned and Leased Real Properties. (a) Section 3.8(a) of Neither the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned by the Company or nor any of its Subsidiaries (the “Owned Real Property”), (ii) the record owners of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. The Company or its Subsidiaries are the sole owners of good, valid and marketable title to the Owned Real Properties free and clear of all Liens other than those that would not, individually or in the aggregate, result in a Company Material Adverse Effectowns any real property. (b) Section 3.8(b3.9(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively, collectively "Company Leases") and the “Leases”). Each Lease is valid and binding and is enforceable by the Company or its Subsidiaries in accordance with its respective terms (subject to the Bankruptcy and Equity Exception), except for such failures to be valid, binding or enforceable that, individually or in the aggregate, would not result in a Company Material Adverse Effect. The Company and its Subsidiaries and, to the knowledge location of the Company, each other party to the Leases, have performed in all material respects their respective obligations to be performed by them to the date hereof under the Leases and are not, and are not alleged in writing to be, (with or without notice, the lapse of time, or both) in breach thereof or default thereunder, and neither premises. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company's Knowledge, any other party to any Company Lease is in material default under any of the Company Leases. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any Person. The Company has violated made available to the Buyer complete and accurate copies of all Company Leases. With respect to each lease and sublease listed in Section 3.9(b) of the Company Disclosure Schedule: (i) the lease or sublease constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms subject to the Bankruptcy and Equity Exception, and to the Company's Knowledge, against each other party thereto; (ii) none of the Company and its Subsidiaries is in breach or default in any provision ofmaterial respect under any such lease or sublease, and to the Company's Knowledge, no other party (including the lessor or committed landlord under a master lease) is in breach or failed default in any material respect under any such lease or sublease and, to perform the Company's Knowledge, no event has occurred under any act such lease or sublease which, with notice or without notice, lapse of time or bothtime, would constitute a breach or default under in any material respect thereunder, or permit termination, modification, or acceleration thereof; (iii) the provisions Company has not, and has not received any written notice that any other party to the lease or sublease has, repudiated any provision thereof; (iv) none of the Company and its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any Leaseinterest in the leasehold or subleasehold estate created by any such lease or sublease; and (v) to the Company's Knowledge, all facilities leased or subleased are supplied with utilities sufficient for the operation of said facilities in the Ordinary Course of Business.

Owned and Leased Real Properties. (a) Section 3.8(a) of Neither the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned by the Company or nor any of its Subsidiaries (the “Owned Real Property”)owns, (ii) the record owners of such Owned Real Propertynor has ever owned, and (iii) all loans secured by mortgages encumbering the Owned Real Property. The Company or its Subsidiaries are the sole owners of good, valid and marketable title to the Owned Real Properties free and clear of all Liens other than those that would not, individually or in the aggregate, result in a Company Material Adverse Effectany real property. (b) Section 3.8(b) of the Company Disclosure Schedule 4.10 sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively, the collectively “Company Leases”). Each Lease is valid ) and binding and is enforceable by the Company or its Subsidiaries in accordance with its respective terms (subject to the Bankruptcy and Equity Exception), except for such failures to be valid, binding or enforceable that, individually or in the aggregate, would not result in a Company Material Adverse Effect. The Company and its Subsidiaries and, to the knowledge location of the Company, each other party to the Leases, have performed in all material respects their respective obligations to be performed by them to the date hereof under the Leases and are not, and are not alleged in writing to be, (with or without notice, the lapse of time, or both) in breach thereof or default thereunder, and neither premises. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company’s Knowledge, any other party to any Company Lease is in material default under any of the Company Leases, and the Company has violated not received written notice of 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 any Company Leases which remains uncured. All rents, including additional rents and expenses payable to landlord or third parties pursuant to any Company Leases are current. Company has not alleged in writing any default by any landlord pursuant to any Company Leases which remain uncured. All landlords pursuant to the provisions Company Leases have paid in full all tenant allowances, renovation costs and rent concessions to which the Company is entitled under such Company Lease. All renovations and tenant work with respect to any premises leased pursuant to the Company Leases are complete and the leasehold interests are free of any Leaseliens and encumbrances, including, without limitation, all construction, materialmen’s and mechanic’s liens and the Company has not commenced any construction or taken any other action which may result in such a lien. Except as set forth in Schedule 4.10, neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person. The Company has made available to the Purchaser complete and accurate copies of all Company Leases.

Owned and Leased Real Properties. (a) Section 3.8(a3.9(a) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”), (ii) the record owners . The Company has good and marketable fee simple title to each parcel of such Owned Real Property. To the Company’s Knowledge, and (iii) all loans secured by mortgages encumbering the Company has not received written notice of any pending, threatened or proposed condemnation Proceeding with respect to any of the Owned Real Property. The Company has not leased, licensed, contracted to sell, or its Subsidiaries are otherwise granted to any Person the sole owners right to use, occupy or acquire any portion of goodany parcel of Owned Real Property, valid which remains in effect, and marketable title the Company has not received written notice, and has no Company Knowledge, of any claim of any Person to the Owned Real Properties free and clear of all Liens other than those that would not, individually or in the aggregate, result in a Company Material Adverse Effectcontrary. (b) Section 3.8(b3.9(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leasedCompany Leases and the location of the applicable premises. None of the Company, subleased or licensed by the Company or any of its Subsidiaries (collectively, the “Leases”). Each Lease is valid and binding and is enforceable by the Company or its Subsidiaries in accordance with its respective terms (subject to the Bankruptcy and Equity Exception), except for such failures to be valid, binding or enforceable that, individually or in the aggregate, would not result in a Company Material Adverse Effect. The Company and its Subsidiaries andor, to the knowledge of the Company’s Knowledge, each any other party to any Company Lease is in material default under any of the Company Leases, have performed in all material respects their respective obligations to be performed by them to the date hereof under the Leases and are not, and are not alleged in writing to be, (with or without notice, the lapse of time, or both) in breach thereof or default thereunder, and neither . Neither the Company nor any of its Subsidiaries norleases or subleases any real property to any Person. The Company has a good and valid leasehold or sub-leasehold interest or, with respect to Real Property located in Malta, title of emphyteusis in each parcel of Leased Real Property as to which it is a tenant or sub-tenant or holds title by emphyteusis under a Company Lease. The Company has not received notice of any proposed or pending condemnation Proceeding with respect to any Leased Real Property. As of the date of this Agreement the Company has not exercised or given any written notice of exercise of, nor has any lessor or landlord exercised or given any written notice of exercise by such party of, any option, right of first offer or right of first refusal contained in any such Company Lease (which in the case of notices from the lessor or sublessor, have been accepted by the Company) in each case relating to rights or obligations not yet received or performed as of the Closing Date. The rental set forth in each Company Lease is the actual rental being paid as of the date of this Agreement. No material rental amounts have been (i) set off or withheld or (ii) commuted, waived or paid in advance of the due date for payment and there are no separate agreements or understandings with respect to the knowledge same. (c) None of the Company, ’s or its Subsidiaries’ Owned Real Property is subject to any Lien other party than Permitted Liens. (d) Neither the Company nor any Subsidiary occupies any real property material to the Leasesbusiness of the Company and the Subsidiaries other than (i) the Owned Real Property and (ii) the Leased Real Property. (e) The Company and its Subsidiaries are in peaceful and undisturbed possession of the Real Property. There are no Contracts outstanding for the sale, has violated exchange, encumbrance, lease or transfer of any provision ofof the Real Property, or committed or failed any portion thereof, by the Company. (f) To the Company’s Knowledge, use of the Real Property for the primary purposes for which it is currently being used is permitted under applicable urbanization, zoning and other land use Laws. To the Company’s Knowledge, all buildings, structures, fixtures and other improvements included in the Real Property (collectively, the “Improvements”) are in material compliance with all applicable Laws, including those pertaining to perform any act whichhealth and safety, with or without noticezoning, lapse of time or both, would constitute a default under building and construction requirements and the provisions disabled. No part of any LeaseImprovement located on the Owned Real Property encroaches on any real property not included in the Owned Real Property, and there are no buildings, structures, fixtures or other improvements primarily situated on adjoining property which encroach on any part of the Owned Real Property. (g) The Improvements are structurally sound and generally are in good operating condition and repair (ordinary wear and tear excepted).

Owned and Leased Real Properties. (a) Section 3.8(a2.14(a) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property and interests in real property owned in fee by the Company or any of its Subsidiaries (collectively, the “Owned Real PropertyProperty ”), (ii) and the record owners address and owner of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the each parcel of Owned Real Property. The Except as set forth in Section 2.14(b) of the Company Disclosure Schedule, to the Company’s knowledge, the Company or one of its Subsidiaries are the sole owners of good, has good and valid and marketable fee simple title to the each parcel of Owned Real Properties Property listed in Section 2.14(a) of the Company Disclosure Schedule free and clear of all Liens, except for such Permitted Liens other than those that would notand Liens that, individually or in the aggregate, are not reasonably likely to result in a Company Material Adverse EffectEffect on the Company and the Company’s Subsidiaries, taken as a whole. To the extent in the possession and control of the Company, the Company has made available to Merger Sub prior to the date hereof copies of all existing vesting deeds, title policies and surveys and all other material documents, instruments and agreements directly affecting title to the Company’s or the Company’s Subsidiaries’ property rights to ownership, use and possession of, the Owned Real Property. (b) Section 3.8(b2.14(b)(i) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (the “Leased Real Property”) pursuant to lease agreements having an annual base rent in excess of $35,000 (collectively, the “LeasesLeases ”). Except as set forth in Section 2.14(b)(ii) of the Company Disclosure Schedule, (A) the Company or one of its Subsidiaries has good and valid leasehold interest in the Leased Real Property and (B) neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any Person other than the Company and its Subsidiaries. The Company has made available to Parent or its counsel complete and accurate copies of all Leases. (c) Each Lease is in full force and effect, is a valid and binding obligation of, and is legally enforceable by against, the Company or its Subsidiaries in accordance with its respective terms (subject to the Bankruptcy and Equity Exception), except for such failures to be valid, binding or enforceable that, individually or in the aggregate, would not result in a Company Material Adverse Effect. The Company and its Subsidiaries Subsidiary party thereto and, to the knowledge of the Company, each other party to the Leases, have performed in all material respects their respective obligations to be performed by them to the date hereof under the Leases and are not, and are not alleged in writing to be, counterparties thereto. (with or without notice, the lapse of time, or bothd) in breach thereof or default thereunder, and neither Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company’s knowledge, any other party to any Lease is in default or material breach under any of the Leases, Leases (or has violated any provision of, taken or committed or has failed to perform take any act action which, with or without notice, lapse of time time, or both, would constitute a default default) that would be likely to result in a Material Adverse Effect on the Company and the Company’s Subsidiaries, taken as a whole. (e) Except as set forth in Section 2.14(e) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is obligated under the provisions or bound by any option, right of first refusal, purchase contract or other contractual right to sell or purchase any LeaseOwned Real Property or Leased Real Property or any portions thereof or interests therein.

Owned and Leased Real Properties. (a) Section 3.8(a3.9(a) of the Company Disclosure Schedule Letter sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned by the Company or any of its Subsidiaries, or in which the Company or any of its Subsidiaries has a fee ownership interest, including, without limitation, any rights, contracts or options to acquire real property other than the Leased Real Property defined below (the “Owned Real Property”), (ii) the record owners of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. The Company or its Subsidiaries are the sole owners of good, valid and marketable title to the Owned Real Properties free and clear of all Liens other than those that would not, individually or in the aggregate, result in a Company Material Adverse Effect. (b) Section 3.8(b3.9(b)(i) of the Company Disclosure Schedule Letter sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed (collectively, the “Leases”) by the Company or any of its Subsidiaries (collectivelythe “Leased Real Property” and collectively with the Owned Real Property, the “LeasesReal Property”). Each Lease is valid and binding and is enforceable by Section 3.9(b)(ii) of the Company or its Subsidiaries in accordance with its respective terms Disclosure Letter specifies (subject to i) the Bankruptcy and Equity Exception), except for such failures to be valid, binding or enforceable that, individually or in the aggregate, would not result in a Company Material Adverse Effect. The Company and its Subsidiaries and, to the knowledge use made of the CompanyLeased Real Property, (ii) the address of each other party to Leased Real Property, and (iii) the identities of the parties under the Leases, have performed in all material respects their respective obligations to be performed by them to the date hereof under the Leases and are not, and are not alleged in writing to be, (with or without notice, the lapse of time, or both) in breach thereof or default thereunder, and neither . Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any other party to any Lease is in default with respect to a material provision of any Lease (including any provision the default of which would result in termination of the applicable Lease) or material breach under any of the Leases. Each Lease is a valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any Person other than the Company and its Subsidiaries, except that Adaptive Optics Associates, Inc. (“AOA”) subleases a portion of its facility to a third party. Neither the Company nor any of its Subsidiaries is obligated under or bound by any option, right of first refusal, purchase contract or other contractual right to sell or purchase any Leased Real Property or any portions thereof or interests therein. The Company has made available to Parent complete copies of all Leases. (c) The Real Property complies with the requirements of all applicable building, zoning, subdivision, health, safety and other land use statutes, laws, codes, ordinances, rules, orders and regulations as well as any easements, covenants or other matters of record affecting the Real Property, except where noncompliance, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect. (d) To the knowledge of the Company, there are no covenants, conditions, rights-of-way, easements and similar restrictions or any other party conditions affecting all or any portion of the Real Property that materially impair the ability to use any such Real Property in the operation of the businesses of the Company as presently conducted or which would materially and adversely effect the development, financability or transferability of the Owned Real Property, and no material default or breach exists thereunder by the Company or any of its Subsidiaries. (e) Neither the Company, nor any Subsidiary has received any notice from any insurance company of any defects or inadequacies in any Real Property or any part thereof which could materially and adversely affect the insurability of such property or the premiums for the insurance thereof, nor has any notice been given by any insurer of any such property requesting the performance of any repairs, alterations or other work with which compliance has not been made, (f) There are no pending, or, to the Leasesknowledge of the Company, has violated any provision ofthreatened condemnation or eminent domain actions or proceedings, or committed any special assessments or failed to perform any act which, with or without notice, lapse of time or both, would constitute a default under the provisions other activities of any Leasepublic or quasi-public body that are reasonably likely to adversely affect the Owned Real Property.

Owned and Leased Real Properties. (a) Section 3.8(a) of Neither the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all nor any Subsidiary owns any real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”), (ii) the record owners of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. The Company or its Subsidiaries are the sole owners of good, valid and marketable title to the Owned Real Properties free and clear of all Liens other than those that would not, individually or in the aggregate, result in a Company Material Adverse Effectproperty. (b) Section 3.8(b3.9(b) of the Company Disclosure Schedule Letter sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively, the collectively “Company Leases”)) and the location of such premises. Each Lease is valid and binding and is enforceable by the Company Except as would not have or its Subsidiaries in accordance with its respective terms (subject reasonably be likely to the Bankruptcy and Equity Exception), except for such failures to be valid, binding or enforceable thathave, individually or in the aggregate, would not result in a Company Material Adverse Effect. The Company and its Subsidiaries and, to the knowledge of the Company, each other party to the Leases, have performed in all material respects their respective obligations to be performed by them to the date hereof under the Leases and are not, and are not alleged in writing to be, (with or without notice, the lapse of time, or bothi) in breach thereof or default thereunder, and neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company’s Knowledge, any other party to any Company Lease is in default under any of the Company Leases, (ii) no termination event or condition or uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the Company’s Knowledge, the landlord thereunder, exists under any Company Lease, (iii) each Company Lease is valid, binding and in full force and effect except to the extent it has violated previously expired in accordance with its terms and (iv) each of the Company and each of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all Liens other than Permitted Liens. Neither the Company nor any provision ofof its Subsidiaries leases, subleases or committed licenses any real property to any Person other than the Company and its Subsidiaries. The Company has made available to the Buyer complete and accurate copies of all Company Leases. “Permitted Liens” means (i) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, workmen, repairmen and other Liens imposed by Law made in the Ordinary Course of Business and (ii) defects or failed imperfections of title, easements, covenants, rights of way, restrictions and any other charges or encumbrances that do not impair, and could not reasonably be expected to perform any act whichimpair, with the value, marketability or without notice, lapse continued use of time or both, would constitute a default under the provisions property of any Leasethe Company.

Owned and Leased Real Properties. (a) The Company does not own or hold a freehold of any real property nor has the Company ever owned or held a freehold of any real property. (b) Section 3.8(a2.11(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned by leases, subleases, licenses, sublicenses, or other agreements or arrangements pursuant to which the Company uses or any of its Subsidiaries occupies real property (collectively, “Company Leases” and such real property, the “Owned Leased Real Property”), (ii) the record owners names of such Owned the parties, the address of the premises, the current base rent payable, the term, and the approximate area of the premises. The Company possesses valid, existing leasehold interests in the Leased Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. The Company or its Subsidiaries are the sole owners of good, valid and marketable title to the Owned Real Properties free and clear of all any Liens other than those that would notPermitted Liens, individually or and the Leased Real Property constitutes all real property and interests in real property used in the aggregate, result in a Company Material Adverse Effect. (b) Section 3.8(b) conduct of the business of the Company Disclosure Schedule sets forth a complete and accurate list as no other real property or interests in real property is required for the conduct of the date business of this Agreement of all real property leased, subleased or licensed by the Company. Each Company Lease is in full force and effect and enforceable against the Company or any of its Subsidiaries (collectivelyand, to the “Leases”). Each Lease is valid and binding and is enforceable by the Company or its Subsidiaries Company’s Knowledge, each other party thereto in accordance with its respective terms (terms, subject to the Bankruptcy and Equity Exception), except for such failures to be valid, binding or enforceable that, individually or in the aggregate, would not result in a Company Material Adverse Effect. The Company and its Subsidiaries and, to the knowledge None of the Company, each other party to the Leases, have performed in all material respects their respective obligations to be performed by them to the date hereof under the Leases and are not, and are not alleged in writing to be, (with or without notice, the lapse of time, or both) in breach thereof or default thereunder, and neither the Company nor any of its Subsidiaries noror, to the knowledge of the Company’s Knowledge, any other party to any Company Lease is in material breach of or material default under any of the Company Leases, . No event has violated occurred nor does any provision of, or committed or failed to perform any act condition exist which, with or without notice, lapse upon the passage of time or the giving of notice or both, would constitute reasonably be expected to cause a material violation of, or material default under, any Company Lease or give any other party thereto the right to accelerate any of the obligations of the Company under, or to terminate, any Company Lease. No notice or claim of default or notice of termination under any Company Lease has been given to or by the Company, and the Company has made all payments due under the provisions Company Leases. The Company has not assigned any Company Lease or subleased or licensed, or otherwise granted to any Person, the right or option to use or occupy any Leased Real Property, nor are there any parties in possession thereof other than the Company. To the Knowledge of the Company, no material violation of any applicable Law exists at any Leased Real Property. The Company has made available to the Buyer complete and accurate copies of all Company Leases, and none of the Company Leases have been modified as of the date hereof, except to the extent that such modifications have been made available to the Buyer and described on Section 2.11(b) of the Company Disclosure Schedule. No material casualty has occurred, and there is no condemnation by any Governmental Entity pending or, to the Knowledge of the Company, threatened with respect to the Leased Real Property. The performance by the Company of this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereunder will not result in the termination of, or in any increase or acceleration of any material amounts payable under, any Company Lease or any material rights under any Company Lease or will require the consent or approval from any party to any such Company Lease. The Leased Real Properties, including any improvements constituting the same, are in good repair and operating condition (normal wear and tear excepted) for conduct of the business of the Company as conducted prior to Closing. (c) The Company is not bound by any options, rights of first refusal, or contractual obligations to sell, lease or acquire any real property other than pursuant to the Company Leases.

Owned and Leased Real Properties. (a) Neither the Company nor any Subsidiary owns any real property (“Real Estate”). (b) Section 3.8(a3.9(b) of the Company Disclosure Schedule sets forth a true, correct and complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”), (ii) the record owners of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. The Company or its Subsidiaries are the sole owners of good, valid and marketable title to the Owned Real Properties free and clear of all Liens other than those that would not, individually or in the aggregate, result in a Company Material Adverse Effect. (b) Section 3.8(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively, collectively “Company Facilities”) and the “Leases”). Each Lease is valid and binding and is enforceable by the Company or its Subsidiaries in accordance with its respective terms (subject to the Bankruptcy and Equity Exception), except for such failures to be valid, binding or enforceable that, individually or in the aggregate, would not result in a Company Material Adverse Effect. The Company and its Subsidiaries and, to the knowledge location of the Company, each other party to the Leases, have performed in all material respects their respective obligations to be performed by them to the date hereof under the Leases and are not, and are not alleged in writing to be, (with or without notice, the lapse of time, or both) in breach thereof or default thereunder, and neither premises. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company’s Knowledge, any other party to any Company Lease (as defined below) is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries. The Company has violated any provision delivered to the Buyer true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or committed otherwise granting a right in or failed relating to perform the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). (c) All such Company Leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There are no other parties occupying, or with a right to occupy, the Company Facilities. Neither the Company nor any act which, of its Subsidiaries could be required to expend more than $10,000 in causing any Company Facilities to comply with or without notice, lapse the surrender conditions set forth in the applicable Company Lease. The Company and each of time or both, would constitute a default its subsidiaries has performed all of its obligations under the provisions any termination agreements pursuant to which it has terminated any leases of any Leasereal property that are no longer in effect and has no continuing liability with respect to such terminated real property leases.

Owned and Leased Real Properties. (a) Section 3.8(a) of Neither the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned by the Company or nor any of its Subsidiaries (the “Owned Real Property”), (ii) the record owners of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. The Company or its Subsidiaries are the sole owners of good, valid and marketable title to the Owned Real Properties free and clear of all Liens other than those that would not, individually owns any real property in whole or in the aggregate, result in a Company Material Adverse Effectpart. (b) Section 3.8(b3.9(b)(i) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed (collectively, the “Leases”) by the Company or any of its Subsidiaries (collectively, the “LeasesLeased Real Property”). Each Lease is valid and binding and is enforceable by Section 3.9(b)(ii) of the Company or its Subsidiaries in accordance with its respective terms Disclosure Schedule specifies (subject to i) the Bankruptcy address of each Leased Real Property and Equity Exception), except for such failures to be valid, binding or enforceable that, individually or in (ii) the aggregate, would not result in a Company Material Adverse Effect. The Company and its Subsidiaries and, to the knowledge identities of the Company, each other party to parties under the Leases. Except as set forth on Section 3.9(b)(iii) of the Company Disclosure Schedule, have performed in all material respects their respective obligations to be performed by them to the date hereof under the Leases and are not, and are not alleged in writing to be, (with or without notice, the lapse of time, or both) in breach thereof or default thereunder, and neither the Company nor any of its Subsidiaries nor, to the knowledge Knowledge of the Company, any other party to any Lease is in default or material breach under any of the Leases, except for such defaults or material breaches which, individually or in the aggregate, would not be reasonably likely to result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries. The Company has violated any provision made available to the Buyer complete and accurate copies of all Leases. (c) The Leased Real Property complies with the requirements of all applicable building, zoning, subdivision, health, safety and other land use statutes, laws, codes, ordinances, rules, orders and regulations, except where noncompliance, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect. (d) Each Lease is a valid and binding obligation of, and is legally enforceable against, the respective parties thereto except for failures to be valid, binding and legally enforceable that, individually or committed in the aggregate would not be reasonably likely to result in a Company Material Adverse Effect. (e) Except for impairments, defaults or failed breaches, that, individually or in the aggregate would not be reasonably likely to perform result in a Company Material Adverse Effect, the covenants, conditions, rights-of-way, easements and similar restrictions affecting all or any act whichportion of the Leased Real Property do not, with in each case, materially impair the ability to use any such Leased Real Property in the operation of the businesses of the Company as presently conducted, and no material default or without noticebreach exists thereunder by the Company or any of its Subsidiaries. (f) Neither the Company nor any of its Subsidiaries is obligated under or bound by any option, lapse right of time first refusal, purchase contract or bothother contractual right to sell or purchase any Leased Real Property or any portions thereof or interests therein. (g) To the Knowledge of the Company, would constitute a default under the provisions of any Leasebuildings and other structures on the Leased Real Property are in operating condition.

Owned and Leased Real Properties. (a) Section 3.8(a3.9(a) of the Company Disclosure Schedule sets forth a complete and accurate list list, as of the date of this Agreement Agreement, of (i) the addresses of all real property owned by the Company or any Subsidiary of its Subsidiaries the Company (the “Owned Real PropertyEstate”). The identified owner has good title to such parcel of Real Estate, free and clear of any Liens, other than (i) Liens that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) Liens reflected in title records or reports made available to the record owners of such Owned Real Property, and Buyer or (iii) all loans secured by mortgages encumbering Permitted Liens. To the Owned Real Property. The Company Company’s knowledge as of the date hereof, there is no pending condemnation or its Subsidiaries are the sole owners of good, valid and marketable title eminent domain proceeding with respect to the Owned Real Properties free and clear Estate. Table of all Liens other than those that would not, individually or in the aggregate, result in a Company Material Adverse Effect.Contents (b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). As of the date hereof, there is no action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiaries. (c) The Company has made available to the Buyer copies of all title insurance policies, surveys and material engineering reports in the Company’s possession and prepared with respect to the Real Estate since January 1, 2010. To the Company’s knowledge, such copies are complete and accurate. (d) Section 3.8(b3.9(d) of the Company Disclosure Schedule sets forth a complete and accurate list list, as of the date of this Agreement Agreement, of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively, the collectively “Company Leases”). Each Lease is valid , and binding and is enforceable by the Company or its Subsidiaries in accordance with its respective terms (subject to the Bankruptcy and Equity Exception), except for such failures to be valid, binding or enforceable that, individually or in the aggregate, would not result in a Company Material Adverse Effect. The Company and its Subsidiaries and, to the knowledge location of the Company, each other party to the Leases, have performed in all material respects their respective obligations to be performed by them to the date hereof under the Leases and are not, and are not alleged in writing to be, (with or without notice, the lapse of time, or both) in breach thereof or default thereunder, and neither premises. Neither the Company nor any of its Subsidiaries norleases, subleases or licenses any real property to any person other than the knowledge of the Company, any other party to the Leases, 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 LeaseCompany and its Subsidiaries.