Common use of Owned and Leased Real Properties Clause in Contracts

Owned and Leased Real Properties. (a) Section 3.9(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 Subsidiary (the "Owned Real Property"), (ii) the record owner of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. Legal descriptions of such Owned Real Property and the most recent title reports or policies (if any) with respect to each of the Owned Real Properties have previously been made available to Buyer. The Company or its Subsidiaries are the sole owners of good, valid, fee simple and marketable title to the Owned Real Properties, including without limitation, all buildings, structures, fixtures and improvements located thereon in each case free and clear of any Liens other than those that are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect. (b) Section 3.9(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, the "Leases") other than (i) property subject to a Lease that is terminable by the Company or any of its Subsidiaries on no more than thirty (30) days notice without liability or financial obligation to the Company or (ii) property subject to a Lease for which the payment by the Company is less than $10,000 per month (collectively "Company Leases") 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 Lease is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by the Company and its Subsidiaries in accordance with its respective terms, except for such failures to be valid, binding or enforceable, individually or in the aggregate, is not 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 made available to the Buyer complete and accurate copies of all Company Leases.

Owned and Leased Real Properties. (a) Section 3.9(a4.18 of the Disclosure Statement accurately lists and correctly describes in all material respects: (i) all real properties owned by any of the Company Disclosure Schedule sets forth and the Company Subsidiaries and, for each of those properties, its address, the type and square footage of each structure located thereon and the nature of its use in the business of the Company and the Company Subsidiaries; (ii) all real properties of which any of the Company and the Company Subsidiaries is the lessee and, for each of those properties, its address, the type and square footage of each structure located thereon the Company or a Company Subsidiary is leasing and the expiration date of its lease and the use made of the leased property in the business of the Company and the Company Subsidiaries; and (iii) in the case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by any Stockholder or any of his Related Persons or Affiliates (other than the Company and the Company Subsidiaries, if the Stockholder is an Affiliate of the Company). (b) The Company has provided TMI with true, complete and accurate list correct copies of all title reports and title insurance policies owned or in the possession of any of the Company and the Company Subsidiaries and relating to any of the real properties listed as being owned in Section 4.18 of the Disclosure Statement. Except as accurately set forth in that Section or those reports and policies, and except for Permitted Liens, the Company or a Company Subsidiary owns in fee, and has good, valid and indefeasible title to, free and clear of all Liens, each property listed in that Section as being owned. (c) The Company has provided TMI with true, correct and complete copies of all leases under which the Company or a Company Subsidiary is leasing each of the properties listed in Section 4.18 of the Disclosure Statement as being leased, and, except as accurately set forth in Section 4.18 of the Disclosure Statement, (i) each of those leases is, to the knowledge of the Company, valid and binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Company or a Company Subsidiary. (d) The fixed assets of each of the Company and the Company Subsidiaries are affixed only to one or more of the real properties listed in Section 4.18 of the Disclosure Statement and, except as accurately set forth in that Section, are well- maintained and adequate for the purposes for which they presently are being used or held for use, ordinary wear and tear excepted. (e) The Company has accurately disclosed in all material respects in writing to TMI all plans or projects involving the opening of new operations, the expansion of any existing operations or the acquisition of any real property or existing business, with respect to which management of the Company or any Company Subsidiary has made any expenditure in the two-year period prior to the date of this the Agreement in excess of (i) the addresses of all real property owned $25,000, or which if pursued by the Company or any Company Subsidiary (the "Owned Real Property"), (ii) the record owner would require additional capital expenditures in excess of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. Legal descriptions of such Owned Real Property and the most recent title reports or policies (if any) with respect to each of the Owned Real Properties have previously been made available to Buyer. The Company or its Subsidiaries are the sole owners of good, valid, fee simple and marketable title to the Owned Real Properties, including without limitation, all buildings, structures, fixtures and improvements located thereon in each case free and clear of any Liens other than those that are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect$25,000. (b) Section 3.9(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, the "Leases") other than (i) property subject to a Lease that is terminable by the Company or any of its Subsidiaries on no more than thirty (30) days notice without liability or financial obligation to the Company or (ii) property subject to a Lease for which the payment by the Company is less than $10,000 per month (collectively "Company Leases") 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 Lease is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by the Company and its Subsidiaries in accordance with its respective terms, except for such failures to be valid, binding or enforceable, individually or in the aggregate, is not 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 made available to the Buyer complete and accurate copies of all Company Leases.

Owned and Leased Real Properties. (a) Section 3.9(a) 4.18 of the Company Disclosure Schedule sets forth a complete Statement accurately lists and accurate list as of the date of this Agreement of correctly describes in all material respects: (i) the addresses of all real property properties owned by the Company or any Subsidiary (and, for each of those properties, its address, the "Owned Real Property"), type and square footage of each structure located thereon and the nature of its use in the business of the Company; (ii) all real properties of which the record owner Company is the lessee and, for each of such Owned Real Propertythose properties, its address, the type and square footage of each structure located thereon which the Company is leasing, the annual rental rate, the expiration date of its lease and the use made of the leased property in the business of the Company; and (iii) all loans secured in the case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by mortgages encumbering any Stockholder or any of his Related Persons or Affiliates (other than the Owned Real Property. Legal descriptions of such Owned Real Property and Company, if the most recent title reports or policies (if any) with respect to each Stockholder is an Affiliate of the Owned Real Properties have previously been made available to Buyer. The Company or its Subsidiaries are the sole owners of good, valid, fee simple and marketable title to the Owned Real Properties, including without limitation, all buildings, structures, fixtures and improvements located thereon in each case free and clear of any Liens other than those that are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse EffectCompany). (b) Section 3.9(b) The Company has provided Purchaser with true, complete and correct copies of all title reports and title insurance policies owned or in the possession of the Company and relating to any of the real properties identified in Section 4.18 of the Disclosure Schedule sets Statement as being owned. Except as accurately set forth a in that Section or those reports and policies, and except for Permitted Liens, the Company owns in fee, and has good, valid and indefeasible title to, free and clear of all Liens, each property listed in that Section as being owned. (c) The Company has provided Purchaser with true, correct and complete copies of all leases under which the Company is leasing each of the real properties listed in Section 4.18 of the Disclosure Statement as being leased, and, except as accurately set forth in Section 4.18 of the Disclosure Statement, (i) each of the listed leases is, to the knowledge of the Company, valid and accurate list binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Company. (d) The fixed assets of each of the Company are affixed only to one or more of the real properties listed in Section 4.18 of the Disclosure Statement and, except as accurately set forth in that Section, are well-maintained and adequate for the purposes for which they presently are being used or held for use, ordinary wear and tear excepted. (e) The Company has accurately described, in all material respects, in Section 4.18 of the Disclosure Statement all plans or projects involving the opening of new operations, the expansion of any existing operations or the acquisition of any real property or existing business, with respect to which management of the Company has made any expenditure in the two-year period prior to the date of this the Agreement in excess of all real property leased$25,000, subleased or licensed which if pursued by the Company or any would require additional capital expenditures in excess of its Subsidiaries (collectively, the "Leases") other than (i) property subject to a Lease that is terminable by the Company or any of its Subsidiaries on no more than thirty (30) days notice without liability or financial obligation to the Company or (ii) property subject to a Lease for which the payment by the Company is less than $10,000 per month (collectively "Company Leases") 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 Lease is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by the Company and its Subsidiaries in accordance with its respective terms, except for such failures to be valid, binding or enforceable, individually or in the aggregate, is not 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 made available to the Buyer complete and accurate copies of all Company Leases25,000.

Owned and Leased Real Properties. (a) Section 3.9(a) 4.18 of the Company Disclosure Schedule sets forth a complete Statement accurately lists and accurate list as of the date of this Agreement of correctly describes in all material respects: (i) the addresses of all real property properties owned by the Company or any Subsidiary (Owner relating to the "Owned Real Property")Business and, for each of those properties, the address thereof, the type and square footage of each structure located thereon and the use thereof in the Business; (ii) all real properties relating to the record owner Business of such Owned Real Propertywhich the Owner is the lessee and, for each of those properties, the address thereof, the type and square footage of each structure located thereon the Owner is leasing and the expiration date of his lease and the use thereof in the Business; and (iii) all loans secured in the case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by mortgages encumbering the Owned Real Property. Legal descriptions of such Owned Real Property and the most recent title reports or policies (if any) with respect to each any of the Owned Real Properties have previously been made available to Buyer. The Company Owner's Related Persons or its Subsidiaries are the sole owners of good, valid, fee simple and marketable title to the Owned Real Properties, including without limitation, all buildings, structures, fixtures and improvements located thereon in each case free and clear of any Liens other than those that are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse EffectAffiliates. (b) Section 3.9(b) The Owner has provided Apple with true, complete and correct copies of all title reports and insurance policies owned or in the possession of the Company Owner and relating to any of the real properties listed as being owned in Section 4.18 of the Disclosure Schedule sets Statement. Except as accurately set forth a in that Section or those reports and policies, and except for Permitted Liens, the Owner owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed in that Section as being owned. (c) The Owner has provided Apple with true, correct and complete copies of all leases under which the Owner is leasing each of the properties listed in Section 4.18 of the Disclosure Statement as being leased and, except as accurately set forth in Section 4.18 of the Disclosure Statement, (i) each of those leases is, to the knowledge of the Owner, valid and accurate list binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Owner. (d) The fixed assets of the Owner relating to the Business are affixed only to one or more of the real properties listed in Section 4.18 of the Disclosure Statement and, except as accurately set forth in that Section, are well-maintained and adequate for the purposes for which they presently are being used or held for use, ordinary wear and tear excepted. (e) The Owner has accurately disclosed in Section 4.18 of the Disclosure Statement in all material respects all plans or projects relating to the Business involving the opening of new operations, the expansion of any existing operations or the acquisition of any real property or existing business, with respect to which the Owner has made any expenditure in the two-year period prior to the date of this the Agreement in excess of all real property leased$1,000, subleased or licensed which if pursued by the Company or any Owner would require additional capital expenditures in excess of its Subsidiaries (collectively, the "Leases") other than (i) property subject to a Lease that is terminable by the Company or any of its Subsidiaries on no more than thirty (30) days notice without liability or financial obligation to the Company or (ii) property subject to a Lease for which the payment by the Company is less than $10,000 per month (collectively "Company Leases") 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 Lease is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by the Company and its Subsidiaries in accordance with its respective terms, except for such failures to be valid, binding or enforceable, individually or in the aggregate, is not 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 made available to the Buyer complete and accurate copies of all Company Leases1,000.

Owned and Leased Real Properties. (a) Section 3.9(a) 4.18 of the Company Disclosure Schedule sets forth a complete Statement accurately lists and accurate list as of the date of this Agreement of correctly describes in all material respects: (i) the addresses of all real property properties owned by the Company or any Subsidiary (of the "Owned Real Property")Company Subsidiaries and, for each of those properties, its address, the type and square footage of each structure located thereon and the nature of its use in the business of the Company and the Company Subsidiaries; (ii) all real properties of which any of the record owner Company and the Company Subsidiaries is the lessee and, for each of such Owned Real Propertythose properties, its address, the type and square footage of each structure located thereon which the Company or a Company Subsidiary is leasing, the annual rental rate, the expiration date of its lease and the use made of the leased property in the business of the Company and the Company Subsidiaries; and (iii) all loans secured in the case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by mortgages encumbering any Stockholder or any of his Related Persons or Affiliates (other than the Owned Real Property. Legal descriptions of such Owned Real Property Company and the most recent title reports or policies (Company Subsidiaries, if any) with respect to each the Stockholder is an Affiliate of the Owned Real Properties have previously been made available to Buyer. The Company or its Subsidiaries are the sole owners of good, valid, fee simple and marketable title to the Owned Real Properties, including without limitation, all buildings, structures, fixtures and improvements located thereon in each case free and clear of any Liens other than those that are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse EffectCompany). (b) Section 3.9(b) The Company has provided WORK with true, complete and correct copies of all title reports and title insurance policies owned or in the possession of any of the Company and the Company Subsidiaries and relating to any of the real properties identified in Section 4.18 of the Disclosure Schedule sets Statement as being owned. Except as accurately set forth in that Section or those reports and policies, and except for Permitted Liens, the Company or a Company Subsidiary owns in fee, and has good, valid and indefeasible title to, free and clear of all Liens, each property listed in that Section as being owned. (c) The Company has provided WORK with true, correct and complete copies of all leases under which the Company or a Company Subsidiary is leasing each of the real properties listed in Section 4.18 of the Disclosure Statement as being leased, and, except as accurately set forth in Section 4.18 of the Disclosure Statement, (i) each of the listed leases is, to the knowledge of the Company, valid and accurate list binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Company or a Company Subsidiary. (d) The fixed assets of each of the Company and the Company Subsidiaries are affixed only to one or more of the real properties listed in Section 4.18 of the Disclosure Statement and, except as accurately set forth in that Section, are well-maintained and adequate for the purposes for which they presently are being used or held for use, ordinary wear and tear excepted. (e) The Company has accurately disclosed in all material respects in writing to WORK all plans or projects involving the opening of new operations, the expansion of any existing operations or the acquisition of any real property or existing business, with respect to which management of the Company or any Company Subsidiary has made any expenditure in the two- year period prior to the date of this the Agreement in excess of all real property leased$25,000, subleased or licensed which if pursued by the Company or any Company Subsidiary would require additional capital expenditures in excess of its Subsidiaries (collectively, the "Leases") other than (i) property subject to a Lease that is terminable by the Company or any of its Subsidiaries on no more than thirty (30) days notice without liability or financial obligation to the Company or (ii) property subject to a Lease for which the payment by the Company is less than $10,000 per month (collectively "Company Leases") 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 Lease is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by the Company and its Subsidiaries in accordance with its respective terms, except for such failures to be valid, binding or enforceable, individually or in the aggregate, is not 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 made available to the Buyer complete and accurate copies of all Company Leases25,000.

Owned and Leased Real Properties. (a) Section 3.9(aSchedule 4.19(a) of the Company Disclosure Schedule sets forth a complete Statement accurately lists and accurate list as of the date of this Agreement of correctly describes in all Material respects (i) the addresses of all real property properties owned or leased by the Company or any Company Subsidiary (and, for each of those properties, the "Owned Real Property")address thereof, the type and square footage of each structure located thereon, and the use thereof in the business of the Company or the Company Subsidiary, (ii) whether each such property was or is currently owned by any Stockholder or any Related Person or Affiliate of any Stockholder (other than the record owner of such Owned Real PropertyCompany or any Company Subsidiary), and (iii) all loans secured by mortgages encumbering the Owned Real Property. Legal descriptions of such Owned Real Property and the most recent title reports or policies (if any) with respect to each any leased property, the expiration date of the Owned Real Properties have previously been made available to Buyer. The Company or its Subsidiaries are the sole owners of good, valid, fee simple and marketable title to the Owned Real Properties, including without limitation, all buildings, structures, fixtures and improvements located thereon in each case free and clear of any Liens other than those that are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effectlease. (b) Section 3.9(b) of the The Company Disclosure Schedule sets forth a complete has provided IDG with true, complete, and accurate list as of the date of this Agreement correct copies of all real property leased, subleased title reports and insurance policies owned or licensed by in the possession of the Company or any Company Subsidiary relating to any of its Subsidiaries (collectivelythe real properties listed as being owned in Schedule 4.19(a) of the Disclosure Statement. Except as accurately set forth in Schedule 4.19(b) or those reports and policies, and except for Permitted Liens, the "Leases"Company or a Company Subsidiary owns in fee, and has good, valid, and marketable title to each property listed in Schedule 4.19 as being owned, free and clear of all Liens. (c) other than The Company has provided IDG with true, complete, and correct copies of all leases under which the Company or a Company Subsidiary is leasing each of the properties listed in Schedule 4.19(a) of the Disclosure Statement as being leased and, except as accurately set forth in Schedule 4.19(c) of the Disclosure Statement (i) property subject each of those leases is, to the knowledge of the Company and the Management Stockholders, valid and binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Company or a Lease that is terminable by Company Subsidiary. (d) The fixed assets of the Company or any Company Subsidiary are located at one or more of its Subsidiaries on no more than thirty (30) days notice without liability or financial obligation to the Company or (ii) property subject to a Lease real properties listed in Schedule 4.19 of the Disclosure Statement and, except as accurately set forth in Schedule 4.19(d), are well-maintained and adequate for the purposes for which the payment by the Company is less than $10,000 per month (collectively "Company Leases") they presently are being used or held for use, ordinary wear 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 Lease is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by the Company and its Subsidiaries in accordance with its respective terms, except for such failures to be valid, binding or enforceable, individually or in the aggregate, is not 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 made available to the Buyer complete and accurate copies of all Company Leasestear excepted.

Owned and Leased Real Properties. (a) Section 3.9(a4.18 of the Disclosure Statement accurately lists and correctly describes in all material respects: (i) all real properties owned by any of the Company Disclosure Schedule sets forth and the Company Subsidiaries and, for each of those properties, the address thereof, the type and square footage of each structure located thereon and the use thereof in the business of the Company and the Company Subsidiaries; (ii) all real properties of which any of the Company and the Company Subsidiaries is the lessee and, for each of those properties, the address thereof, the type and square footage of each structure located thereon the Company or a Company Subsidiary is leasing and the expiration date of its lease and the use thereof in the business of the Company and the Company Subsidiaries; and (iii) in the case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by any Stockholder or any of his Related Persons or Affiliates (other than the Company and the Company Subsidiaries, if the Stockholder is an Affiliate of the Company). (b) The Company has provided Apple with true, complete and accurate list correct copies of all title reports and insurance policies owned or in the possession of any of the Company and the Company Subsidiaries and relating to any of the real properties listed as being owned in Section 4.18 of the Disclosure Statement. Except as accurately set forth in that Section or those reports and policies, and except for Permitted Liens, the Company or a Company Subsidiary owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed in that Section as being owned. (c) The Company has provided Apple with true, correct and complete copies of all leases under which the Company or a Company Subsidiary is leasing each of the properties listed in Section 4.18 of the Disclosure Statement as being leased and, except as accurately set forth in Section 4.18 of the Disclosure Statement, (i) each of those leases is, to the knowledge of the Company, valid and binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Company or a Company Subsidiary. (d) The fixed assets of each of the Company and the Company Subsidiaries are affixed only to one or more of the real properties listed in Section 4.18 of the Disclosure Statement and, except as accurately set forth in that Section, are well-maintained and adequate for the purposes for which they presently are being used or held for use, ordinary wear and tear excepted. (e) The Company has accurately disclosed in Section 4.18 of the Disclosure Statement in all material respects all plans or projects involving the opening of new operations, the expansion of any existing operations or the acquisition of any real property or existing business, with respect to which management of the Company or any Company Subsidiary has made any expenditure in the two-year period prior to the date of this the Agreement in excess of (i) the addresses of all real property owned $1,000, or which if pursued by the Company or any Company Subsidiary (the "Owned Real Property"), (ii) the record owner would require additional capital expenditures in excess of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. Legal descriptions of such Owned Real Property and the most recent title reports or policies (if any) with respect to each of the Owned Real Properties have previously been made available to Buyer. The Company or its Subsidiaries are the sole owners of good, valid, fee simple and marketable title to the Owned Real Properties, including without limitation, all buildings, structures, fixtures and improvements located thereon in each case free and clear of any Liens other than those that are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect$1,000. (b) Section 3.9(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, the "Leases") other than (i) property subject to a Lease that is terminable by the Company or any of its Subsidiaries on no more than thirty (30) days notice without liability or financial obligation to the Company or (ii) property subject to a Lease for which the payment by the Company is less than $10,000 per month (collectively "Company Leases") 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 Lease is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by the Company and its Subsidiaries in accordance with its respective terms, except for such failures to be valid, binding or enforceable, individually or in the aggregate, is not 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 made available to the Buyer complete and accurate copies of all Company Leases.

Owned and Leased Real Properties. (a) Section 3.9(a4.18 of the Disclosure Statement accurately lists and correctly describes in all material respects: (i) all real properties owned by any of the Company Disclosure Schedule sets forth and the Company Subsidiaries and, for each of those properties, the address thereof, the type and square footage of each structure located thereon and the use thereof in the business of the Company and the Company Subsidiaries; (ii) all real properties of which any of the Company and the Company Subsidiaries is the lessee and, for each of those properties, the address thereof, the type and square footage of each structure located thereon the Company or a Company Subsidiary is leasing and the expiration date of its lease and the use thereof in the business of the Company and the Company Subsidiaries; and (iii) in the case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by any Stockholder or any of his Related Persons or Affiliates (other than the Company and the Company Subsidiaries, if the Stockholder is an Affiliate of the Company). (b) The Company has provided ARS with true, complete and accurate list correct copies of all title reports and insurance policies owned or in the possession of any of the Company and the Company Subsidiaries and relating to any of the real properties listed as being owned in Section 4.18 of the Disclosure Statement. Except as accurately set forth in that Section or those reports and policies, and except for Permitted Liens, the Company or a Company Subsidiary owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed in that Section as being owned. (c) The Company has provided ARS with true, correct and complete copies of all leases under which the Company or a Company Subsidiary is leasing each of the properties listed in Section 4.18 of the Disclosure Statement as being leased and, except as accurately set forth in Section 4.18 of the Disclosure Statement, (i) each of those leases is, to the knowledge of the Company, valid and binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Company or a Company Subsidiary. (d) The fixed assets of each of the Company and the Company Subsidiaries are affixed only to one or more of the real properties listed in Section 4.18 of the Disclosure Statement and, except as accurately set forth in that Section, are well-maintained and adequate for the purposes for which they presently are being used or held for use, ordinary wear and tear excepted. (e) The Company has accurately disclosed in all material respects in writing to ARS all plans or projects involving the opening of new operations, the expansion of any existing operations or the acquisition of any real property or existing business, with respect to which management of the Company or any Company Subsidiary has made any expenditure in the two-year period prior to the date of this the Agreement in excess of (i) the addresses of all real property owned $25,000, or which if pursued by the Company or any Company Subsidiary (the "Owned Real Property"), (ii) the record owner would require additional capital expenditures in excess of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. Legal descriptions of such Owned Real Property and the most recent title reports or policies (if any) with respect to each of the Owned Real Properties have previously been made available to Buyer. The Company or its Subsidiaries are the sole owners of good, valid, fee simple and marketable title to the Owned Real Properties, including without limitation, all buildings, structures, fixtures and improvements located thereon in each case free and clear of any Liens other than those that are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect$25,000. (b) Section 3.9(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, the "Leases") other than (i) property subject to a Lease that is terminable by the Company or any of its Subsidiaries on no more than thirty (30) days notice without liability or financial obligation to the Company or (ii) property subject to a Lease for which the payment by the Company is less than $10,000 per month (collectively "Company Leases") 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 Lease is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by the Company and its Subsidiaries in accordance with its respective terms, except for such failures to be valid, binding or enforceable, individually or in the aggregate, is not 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 made available to the Buyer complete and accurate copies of all Company Leases.

Owned and Leased Real Properties. (a) Section 3.9(aSchedule 4.18 lists and describes in all material respects: (i) all real properties owned by any of the Company Disclosure Schedule sets forth and the Company Subsidiaries and, for each of those properties, the address thereof, the type and square footage of each structure located thereon and the use thereof in the business of the Company and the Company Subsidiaries; (ii) all real properties of which any of the Company and the Company Subsidiaries is the lessee and, for each of those properties, the address thereof, the type and square footage of each structure located thereon the Company or a Company Subsidiary is leasing and the expiration date of its lease and the use thereof in the business of the Company and the Company Subsidiaries; and (iii) in the case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by any Stockholder or any of his Related Persons or Affiliates (other than the Company and the Company Subsidiaries, if the Stockholder is an Affiliate of the Company). (b) The Company has provided RW with true, complete and accurate list correct copies of all title reports and title insurance policies owned or in the possession of any of the Company and the Company Subsidiaries and relating to any of the real properties listed as being owned in Schedule 4.18. Except as set forth in Schedule 4.18 or those reports and policies, and except for Permitted Liens, the Company or a Company Subsidiary owns in fee, and has good, valid and marketable title to, free and clear of all Liens, each property listed in that Section as being owned. (c) The Company has provided RW with true, correct and complete copies of all leases under which the Company or a Company Subsidiary is leasing each of the properties listed in Schedule 4.18 as being leased and, except as set forth in Schedule 4.18, (i) each of those leases is, to the knowledge of the Company, valid and binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Company or a Company Subsidiary. (d) The fixed assets of each of the Company and the Company Subsidiaries are affixed only to one or more of the real properties listed in Schedule 4.18 and, except as set forth in Schedule 4.18, are maintained in working order and adequate for the purposes for which they presently are being used or held for use, ordinary wear and tear excepted. (e) The Company has accurately disclosed in all Material respects in writing to RW all plans or projects involving the opening of new operations, the expansion of any existing operations or the acquisition of any real property or existing business, with respect to which management of the Company or any Company Subsidiary has made any expenditure in the two-year period prior to the date of this the Agreement in excess of (i) the addresses of all real property owned $25,000, or which if pursued by the Company or any Company Subsidiary (the "Owned Real Property"), (ii) the record owner would require additional capital expenditures in excess of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. Legal descriptions of such Owned Real Property and the most recent title reports or policies (if any) with respect to each of the Owned Real Properties have previously been made available to Buyer. The Company or its Subsidiaries are the sole owners of good, valid, fee simple and marketable title to the Owned Real Properties, including without limitation, all buildings, structures, fixtures and improvements located thereon in each case free and clear of any Liens other than those that are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect$25,000. (b) Section 3.9(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, the "Leases") other than (i) property subject to a Lease that is terminable by the Company or any of its Subsidiaries on no more than thirty (30) days notice without liability or financial obligation to the Company or (ii) property subject to a Lease for which the payment by the Company is less than $10,000 per month (collectively "Company Leases") 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 Lease is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by the Company and its Subsidiaries in accordance with its respective terms, except for such failures to be valid, binding or enforceable, individually or in the aggregate, is not 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 made available to the Buyer complete and accurate copies of all Company Leases.

Owned and Leased Real Properties. (a) Section 3.9(aSECTION 2.19 OF THE DISCLOSURE STATEMENT lists and correctly describes in all material respects: (i) all real properties owned by any of the Company Disclosure Schedule sets forth a complete and accurate list as the Company Subsidiaries and, for each of those properties, the address thereof, the type and approximate square footage of each structure located thereon and the use thereof in the business of the date of this Agreement of Company and the Company Subsidiaries; (iii) the addresses of all real property owned by properties of which any of the Company and the Company Subsidiaries is the lessee and, for each of those properties, the address thereof, the type and approximate square footage of each structure located thereon the Company or any a Company Subsidiary (is leasing, the "Owned Real Property"), (ii) use thereof in the record owner business of such Owned Real Property, the Company and the Company Subsidiaries and the expiration date of its lease; and (iii) all loans secured in the case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by mortgages encumbering the Owned Real Property. Legal descriptions any Stockholder or any of such Owned Real Property and Stockholder's Related Persons or Affiliates (other than the most recent title reports Company or policies (the Company Subsidiaries, if any) with respect to each the Stockholder is an Affiliate of the Owned Real Properties have previously been made available to Buyer. The Company or its Subsidiaries are the sole owners of good, valid, fee simple and marketable title to the Owned Real Properties, including without limitation, all buildings, structures, fixtures and improvements located thereon in each case free and clear of any Liens other than those that are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse EffectCompany). (b) Section 3.9(b) Except as set forth in SECTION 2.19 OF THE DISCLOSURE STATEMENT, the Company has provided Invatec with true, complete and correct copies of all title reports and insurance policies relating to any of the Company Disclosure Schedule sets real properties listed as being owned or leased in that Section. Except as set forth a complete in that Section or those reports and accurate list as of the date of this Agreement of all real property leasedpolicies, subleased or licensed by and except for Permitted Liens, the Company or any a Company Subsidiary owns in fee, and has good, valid and marketable title to, free and clear of its Subsidiaries all Liens, each property listed in that Section as being owned. (collectivelyc) The Company has provided Invatec with true, correct and complete copies of all leases under which the "Leases") other than Company or a Company Subsidiary is leasing each of the properties listed in SECTION 2.19 OF THE DISCLOSURE STATEMENT as being leased and, except as set forth in SECTION 2.19 OF THE DISCLOSURE STATEMENT, (i) property subject to a Lease that is terminable by the Company or any each of its Subsidiaries on no more than thirty (30) days notice without liability or financial obligation those leases is, to the Company or knowledge of the Stockholders and of the Company, valid and binding on the lessor party thereto, and (ii) property subject to a Lease for which the payment by the Company is less than $10,000 per month (collectively "Company Leases") and the location of the premises. Neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other lessee party to any Company Lease is in default under thereto has not sublet any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by the Company and its Subsidiaries in accordance with its respective terms, except for such failures to be valid, binding or enforceable, individually or in the aggregate, is not 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 leased space to any person Person other than the Company or a Company Subsidiary. (d) The fixed assets of each of the Company and its Subsidiaries. The the Company has made available Subsidiaries are affixed only to one or more of the Buyer complete real properties listed in SECTION 2.19 OF THE DISCLOSURE STATEMENT and, except as set forth in that Section, are adequate for the purposes for which they presently are being used or held for use, ordinary wear and accurate copies of all Company Leasestear excepted.

Owned and Leased Real Properties. (a) Section 3.9(a4.18 of the Disclosure Statement accurately lists and correctly describes in all material respects: (i) all real properties owned by any of the Company and the Company Subsidiaries and, for each of those properties, its address, the type and square footage of each structure located thereon and the nature of its use in the business of the Company and the Company Subsidiaries; (ii) all real properties of which any of the Company and the Company Subsidiaries is the lessee and, for each of those properties, its address, the type and square footage of each structure located thereon which the Company or a Company Subsidiary is leasing, the annual rental rate, the expiration date of its lease and the use made of the leased property in the business of the Company and the Company Subsidiaries; and (iii) in the case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by any Stockholder or any of his Related Persons or Affiliates (other than the Company and the Company Subsidiaries, if the Stockholder is an Affiliate of the Company). (b) The Company has provided OEI with true, complete and correct copies of all title reports and title insurance policies owned or in the possession of any of the Company and the Company Subsidiaries and relating to any of the real properties identified in Section 4.18 of the Disclosure Statement as being owned. Except as accurately set forth in that Section or those reports and policies, and except for Permitted Liens, the Company or a Company Subsidiary owns in fee, and has valid and indefeasible title to, free and clear of all Liens, each property listed in that Section as being owned. (c) The Company has provided OEI with true, correct and complete copies of all leases under which the Company or a Company Subsidiary is leasing each of the real properties listed in Section 4.18(a)(ii) of the Disclosure Statement as being leased, and, except as accurately set forth in this Section 4.18(c) of the Disclosure Statement, (i) each of the listed leases is, to the knowledge of the Company, valid and binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Company or a Company Subsidiary. (d) The fixed assets of each of the Company and the Company Subsidiaries are affixed only to one or more of the real properties listed in Section 4.18 of the Disclosure Schedule sets Statement and, except as accurately set forth a complete in that Section, are well-maintained and accurate list as adequate for the purposes for which they presently are being used or held for use, ordinary wear and tear excepted. (e) The Company has accurately described, in all material respects, in Section 4.18 of the Disclosure Statement all plans or projects involving the opening of new operations, the expansion of any existing operations or the acquisition of any real property or existing business, with respect to which management of the Company or any Company Subsidiary has made any expenditure in the two-year period prior to the date of this the Agreement in excess of (i) the addresses of all real property owned $50,000, or which if pursued by the Company or any Company Subsidiary (the "Owned Real Property"), (ii) the record owner would require additional capital expenditures in excess of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. Legal descriptions of such Owned Real Property and the most recent title reports or policies (if any) with respect to each of the Owned Real Properties have previously been made available to Buyer. The Company or its Subsidiaries are the sole owners of good, valid, fee simple and marketable title to the Owned Real Properties, including without limitation, all buildings, structures, fixtures and improvements located thereon in each case free and clear of any Liens other than those that are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect$50,000. (b) Section 3.9(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, the "Leases") other than (i) property subject to a Lease that is terminable by the Company or any of its Subsidiaries on no more than thirty (30) days notice without liability or financial obligation to the Company or (ii) property subject to a Lease for which the payment by the Company is less than $10,000 per month (collectively "Company Leases") 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 Lease is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by the Company and its Subsidiaries in accordance with its respective terms, except for such failures to be valid, binding or enforceable, individually or in the aggregate, is not 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 made available to the Buyer complete and accurate copies of all Company Leases.

Owned and Leased Real Properties. (a) Section 3.9(a3.12(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 Subsidiary (the "Owned Real Property"), (ii) the record owner of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. Legal descriptions of such Owned Real Property and the most recent title reports or policies (if any) with respect to each of the Owned Real Properties have previously been made available to Buyer. The Company or its Subsidiaries are the sole owners of good, valid, fee simple and marketable title to the Owned Real Properties, including without limitation, all buildings, structures, fixtures and improvements located thereon in each case free and clear of any Liens other than those that are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effect. (b) Section 3.9(b) of the Company Disclosure Schedule Letter sets forth a complete and accurate list as of the date of this Agreement of all (i) real property in which the Company or any of its Subsidiaries has a direct fee ownership interest (the “Owned Real Property”), and (ii) Contracts to which the Company or any of its Subsidiaries is a party to acquire fee ownership of real property (the “Option Real Property”). The Company or its Subsidiaries, as applicable, have (i) good and marketable title in fee simple to each parcel of Owned Real Property free and clear of all Liens other than Permitted Liens, and (ii) made available to Micron copies of each deed for each such parcel and all title insurance policies, all underlying title documents and all surveys in each case in the Company’s possession relating to the Owned Real Property, to the extent such documents are material to the Owned Real Property. (b) Section 3.12(b) of the Disclosure Letter sets forth a list of all Contracts for the leasing, subleasing, use (including uses covered by real property leases and subleases, but excluding uses not so covered but provided as services pursuant to Section 7.15) or occupancy (to the extent such use or occupancy is material to the business and operations of the Company and its Subsidiaries, taken as a whole) of all real property currently leased, subleased or licensed occupied by the Company or any of its Subsidiaries (collectivelythe “Leased Real Property” and, together with the Owned Real Property, the "Leases"“Real Property”), including all amendments, terminations and modifications thereof (the “Lease Agreements”). Section 3.12(b) other than of the Disclosure Letter (iA) property subject to a specifies the address of each Leased Real Property, and (B) the identities of the parties under the Lease that Agreements. Each of the Lease Agreements is terminable by valid and binding on the Company or and/or each Subsidiary of the Company party thereto, as the case may be, and, to the knowledge of the Company, each other party thereto, is in full force and effect, and neither the Company nor any of its Subsidiaries on no more than thirty (30) days notice without liability or financial obligation nor to the knowledge of the Company, any other party to any Lease Agreement is in material default under (nor is the Company aware of any condition that with the passage of time or the giving of notice or both, would cause such a material violation or material default under) any Lease Agreement. The Company or (ii) property subject to a Lease for which the payment by the Company its applicable Subsidiary is less than $10,000 per month (collectively "Company Leases") and the location in sole possession of the premisespremises leased to it pursuant to all Lease Agreements consisting of leases or subleases. Neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, has received any other party written notice that a material security deposit or material portion thereof deposited with respect to any Company Lease is Agreement has been applied in respect to a breach or default under any of the Company Leases, except where the existence of such defaults, individually or Lease Agreement that has not been re-deposited in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by the Company and its Subsidiaries in accordance with its respective terms, except for such failures to be valid, binding or enforceable, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effectfull. Neither the Company nor any of its Subsidiaries leaseshas further assigned, subleases subleased, transferred, conveyed, mortgaged, deeded in trust or licenses encumbered any real interest in the Lease Agreements. To the knowledge of the Company, neither the Company nor any of its Subsidiaries owe any brokerage commissions or finder’s fees with respect to any Lease Agreement, except to the extent recorded as a liability in the Interim Financial Statements. 4917039.19 (c) Neither the Company nor any of its Subsidiaries has received any written 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 on commercially reasonable terms, nor has any written notice been given by any insurer of any such property to the Company or any person of its Subsidiaries requesting the performance of any material repairs, alterations or other than work with which material compliance has not been made. (d) The use by the Company or its applicable Subsidiary of the Real Property complies in all respects with all Applicable Laws as well as any easements, covenants or other matters of record affecting the Real Property, except for any such non-compliance that, individually or in the aggregate, was not, or would not reasonably be expected to be, material and adverse to the business and operations of the Company and its Subsidiaries. The , taken as a whole. (e) There are no covenants, rights-of-way, easements or similar restrictions affecting all or any portion of the Real Property that impair the ability to use any such Real Property in the operation of the businesses of the Company or any of its Subsidiaries as presently conducted or which would adversely affect the transferability of the Owned Real Property, except, in each case, for any such covenants, rights of way, easements or similar restrictions that, individually or in the aggregate, do not, or would not reasonably be expected to, adversely impact the business and operations of the Company and its Subsidiaries with respect to any fabrication or assembly/test site in any material respect. (f) Neither the Company nor any of its Subsidiaries has made available received any written notice of the intention of any Governmental Entity or any public or quasi-public body to condemn all or any material part of the Leased Real Property, and there are no pending, or, to the Buyer complete and accurate copies knowledge of all Company Leasesthe Company, threatened condemnation or eminent domain actions or proceedings by any public or quasi-public body with respect to the Owned Real Property.

Owned and Leased Real Properties. (a) Section 3.9(aSchedule 4.18(a) of the Company Disclosure Schedule sets forth a complete accurately lists and accurate list as of the date of this Agreement of correctly describes in all Material respects (i) the addresses of all real property properties owned or leased by the Company or any Company Subsidiary (and, for each of those properties, the "Owned Real Property")address thereof, the type and square footage of each structure located thereon, and the use thereof in the business of the Company or the Company Subsidiary, (ii) whether each such property was or is currently owned by any Stockholder or any Related Person or Affiliate of any Stockholder (other than the record owner of such Owned Real PropertyCompany or any Company Subsidiary), and (iii) all loans secured by mortgages encumbering the Owned Real Property. Legal descriptions of such Owned Real Property and the most recent title reports or policies (if any) with respect to each any leased property, the expiration date of the Owned Real Properties have previously been made available to Buyer. The Company or its Subsidiaries are the sole owners of good, valid, fee simple and marketable title to the Owned Real Properties, including without limitation, all buildings, structures, fixtures and improvements located thereon in each case free and clear of any Liens other than those that are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse Effectlease. (b) Section 3.9(b) of the The Company Disclosure Schedule sets forth a complete has provided IDG with true, complete, and accurate list as of the date of this Agreement correct copies of all real property leased, subleased title reports and insurance policies owned or licensed by in the possession of the Company or any Company Subsidiary relating to any of its Subsidiaries (collectivelythe real properties listed as being owned in Schedule 4.18(a). Except as accurately set forth in Schedule 4.18(b) or those reports and policies, and except for Permitted Liens, the "Leases"Company or a Company Subsidiary owns in fee, and has good, valid, and marketable title to each property listed in Schedule 4.18 as being owned, free and clear of all Liens. (c) other than The Company has provided IDG with true, complete, and correct copies of all leases under which the Company or a Company Subsidiary is leasing each of the properties listed in Schedule 4.18(a) as being leased and, except as accurately set forth in Schedule 4.18(c), (i) property subject each of those leases is, to the knowledge of the Company and the Management Stockholders, valid and binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Company or a Lease that is terminable by Company Subsidiary. (d) Except as accurately set forth in Schedule 4.18(d), the fixed assets of the Company or any Company Subsidiary are located at one or more of its Subsidiaries on no more than thirty (30) days notice without liability or financial obligation to the Company or (ii) real properties listed in Schedule 4.18 and all of the real property subject to a Lease is well- maintained and adequate for the purposes for which the payment by the Company it is less than $10,000 per month (collectively "Company Leases") presently being used or held for use, ordinary wear 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 Lease is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by the Company and its Subsidiaries in accordance with its respective terms, except for such failures to be valid, binding or enforceable, individually or in the aggregate, is not 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 made available to the Buyer complete and accurate copies of all Company Leasestear excepted.

Owned and Leased Real Properties. (a) Section 3.9(a3.8(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 Subsidiary of its Subsidiaries (the "“Owned Real Property"”), and (ii) the record owner owners of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. Legal descriptions of such Owned Real Property and the most recent title reports or policies (if any) with respect to each of the Owned Real Properties have previously been made available to Buyer. The Company or its Subsidiaries are the sole owners of good, valid, fee simple valid and marketable title to the Owned Real Properties, including without limitation, all buildings, structures, fixtures and improvements located thereon in each case Properties free and clear of any all Liens other than those (A) as set forth in Section 3.8(a) of the Company Disclosure Schedule, (B) Liens for current taxes and assessments not yet due and payable, and (C) to the extent the following Liens have not had and would not reasonably be expected to have a Company Material Adverse Effect: (1) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice; (2) all matters of record; and (3) all Liens and other imperfections of title and encumbrances that are typical for the applicable property type and locality and which have not, individually and would not reasonably be expected to, materially interfere with the conduct of the business of the Company (collectively, “Permitted Liens”). None of the Properties is subject to any governmental decree or in order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the aggregateknowledge of the Company, reasonably likely to result in has any such condemnation, expropriation or taking been proposed. Neither the Company nor any Subsidiary has violated any material covenants, conditions or restrictions affecting any Owned Real Property which violations would have a Company Material Adverse Effect. (b) Section 3.9(b3.8(b) of the Company Disclosure Schedule lists each parcel of real property currently leased or subleased by or to the Company or any Subsidiary (collectively, the “Leased Properties”; the Leased Properties, together with the Owned Real Properties, collectively, the “Properties”) and sets forth a complete the Company or the Subsidiary holding such leasehold interest, the name of the lessor and accurate list as of the lessee, and the date of this Agreement the lease, sublease, assignment of all real property leasedthe lease, subleased any guaranty given or licensed leasing commissions remaining payable by the Company or any Subsidiary in connection therewith, and each material amendment to any of its Subsidiaries the foregoing (collectively, the "Leases"“Lease Documents”). The Company or the applicable Subsidiary set forth on Section 3.8(b) of the Company Disclosure Schedule owns a valid leasehold interest in the Leased Properties, free and clear of all Liens other than (i) property subject Permitted Liens. True, correct and complete copies of all Lease Documents have been delivered to a the Buyer. Each of the Lease that Documents is terminable by valid, binding and in full force and effect as against the Company or any of its the Subsidiaries on no more than thirty (30) days notice without liability or financial obligation and, to the Company or (ii) property subject to a Lease for which Company’s knowledge, as against the payment by the Company is less than $10,000 per month (collectively "Company Leases") and the location of the premisesother party thereto. Neither the Company nor any Subsidiary has received written notice under any of its Subsidiaries northe Lease Documents of any default which has not been cured to the satisfaction of the other party thereto, and, to the Company's ’s knowledge, any other party to any Company Lease is in no event has occurred which, with notice or lapse of time or both, would constitute a material default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by the Company and its Subsidiaries in accordance with its respective terms, except for such failures to be valid, binding or enforceable, individually or in the aggregate, is not 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 applicable Subsidiaries. The Company has made available to the Buyer complete and accurate copies of all Company Leases.

Owned and Leased Real Properties. (a) Section 3.9(a) of the Company Disclosure Schedule sets forth a complete SCHEDULE 4.18 accurately lists and accurate list as of the date of this Agreement of correctly describes in all material respects: (i) the addresses of all real property properties owned by the Company or any Subsidiary (and, for each of those properties, its address, the "Owned Real Property"), type and square footage of each structure located thereon and the nature of its use in the business of the Company; (ii) all real properties of which the record owner Company is the lessee and, for each of such Owned Real Propertythose properties, its address, the type and square footage of each structure located thereon which the Company is leasing, the annual rental rate, the expiration date of its lease and the use made of the leased property in the business of the Company; and (iii) all loans secured in the case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by mortgages encumbering the Owned Real Property. Legal descriptions Stockholder or any of such Owned Real Property and the most recent title reports its Related Persons or policies Affiliates (if any) with respect to each of the Owned Real Properties have previously been made available to Buyer. The Company or its Subsidiaries are the sole owners of good, valid, fee simple and marketable title to the Owned Real Properties, including without limitation, all buildings, structures, fixtures and improvements located thereon in each case free and clear of any Liens other than those that are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse EffectCompany). (b) Section 3.9(b) The Company has provided Purchaser with true, complete and correct copies of all title reports and title insurance policies owned or in the possession of the Company Disclosure Schedule sets and relating to any of the real properties identified in SCHEDULE 4.18 as being owned. Except as accurately set forth a in that Section or those reports and policies, and except for Permitted Liens, the Company owns in fee, and has good, valid and indefeasible title to, free and clear of all Liens, each property listed in that Section as being owned. (c) The Company has provided Purchaser with true, correct and complete copies of all leases under which the Company is leasing each of the real properties listed in SCHEDULE 4.18 as being leased, and, except as accurately set forth in SCHEDULE 4.18, (i) each of the listed leases is, to the knowledge of the Company, the MTM Stockholders, and accurate list the Stockholder, valid and binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Company. (d) The fixed assets of the Company are affixed only to one or more of the real properties listed in SCHEDULE 4.18 and, except as accurately set forth in that Section, are well-maintained and adequate for the purposes for which they presently are being used or held for use, ordinary wear and tear excepted. (e) The Company has accurately described, in all material respects, in SCHEDULE 4.18 all plans or projects involving the opening of new operations, the expansion of any existing operations or the acquisition of any real property or existing business, with respect to which management of the Company has made any expenditure in the two-year period prior to the date of this the Agreement in excess of all real property leased$25,000, subleased or licensed which if pursued by the Company or any would require additional capital expenditures in excess of its Subsidiaries (collectively, the "Leases") other than (i) property subject to a Lease that is terminable by the Company or any of its Subsidiaries on no more than thirty (30) days notice without liability or financial obligation to the Company or (ii) property subject to a Lease for which the payment by the Company is less than $10,000 per month (collectively "Company Leases") 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 Lease is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by the Company and its Subsidiaries in accordance with its respective terms, except for such failures to be valid, binding or enforceable, individually or in the aggregate, is not 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 made available to the Buyer complete and accurate copies of all Company Leases25,000.

Owned and Leased Real Properties. (a) Section 3.9(aSECTION 2.14(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 Subsidiary of its Subsidiaries (collectively, the "Owned Real PropertyOWNED REAL PROPERTY"), (ii) and the record address and owner of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the each parcel of Owned Real Property. Legal descriptions Except as set forth in SECTION 2.14(B) of such the Company Disclosure Schedule, to the Company's knowledge, the Company or one of its Subsidiaries has good and valid fee simple title to each parcel of Owned Real Property and the most recent title reports or policies (if anylisted in SECTION 2.14(A) with respect to each of the Owned Real Properties have previously been made available to Buyer. The Company or its Subsidiaries are the sole owners of good, valid, fee simple and marketable title to the Owned Real Properties, including without limitation, all buildings, structures, fixtures and improvements located thereon in each case Disclosure Schedule free and clear of any all Liens, except for such Permitted Liens other than those that are 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 3.9(bSECTION 2.14(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) other than of the Company Disclosure Schedule, (iA) property subject to a Lease that is terminable by 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 on no more leases, subleases or licenses any real property to any Person other than thirty the Company and its Subsidiaries. The Company has made available to Parent or its counsel complete and accurate copies of all Leases. (30c) days notice without liability or financial Each Lease is in full force and effect, is a valid and binding obligation to of, and is legally enforceable against, the Company or (ii) property subject its Subsidiary party thereto and, to a Lease for which the payment by the Company is less than $10,000 per month (collectively "Company Leases") and the location knowledge of the premises. Company, the respective counterparties thereto. (d) Neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party to any Company Lease is in default or material breach under any of the Company LeasesLeases (or has taken or has failed to take any action which, except where the existence with notice, lapse of such defaultstime, individually or in the aggregateboth, is not reasonably would constitute a default) that would be likely to result in a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by Effect on the Company and its Subsidiaries the Company's Subsidiaries, taken as a whole. (e) Except as set forth in accordance with its respective termsSECTION 2.14(E) of the Company Disclosure Schedule, except for such failures to be valid, binding or enforceable, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect. Neither neither the Company nor any of its Subsidiaries leasesis obligated under or bound by any option, subleases right of first refusal, purchase contract or licenses other contractual right to sell or purchase any real property to Owned Real Property or Leased Real Property or any person other than the Company and its Subsidiaries. The Company has made available to the Buyer complete and accurate copies of all Company Leasesportions thereof or interests therein.

Owned and Leased Real Properties. (a) Section 3.9(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 Subsidiary (the "“Owned Real Property"”), (ii) the record owner of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. Legal descriptions of such Owned Real Property and the most recent title reports or policies (if any) with respect to each of the Owned Real Properties have previously been made available to Buyer. The Company or its Subsidiaries are the sole owners of good, valid, fee simple and marketable title to the Owned Real Properties, including without limitation, all buildings, structures, fixtures and improvements located thereon thereon, in each case free and clear of any Liens other than those that are not, individually or in the aggregate, reasonably likely to result in have a Company Material Adverse Effect. (b) Section 3.9(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, the "“Company Leases",” and such real property, the “Leased Real Property” and together with the Owned Real Property, the “Real Property”) (other than (i) property subject to a Lease that is terminable by the Company or any of its Subsidiaries on no more than thirty (30) days notice without liability or financial obligation to the Company or (ii) property subject to a Lease for which the payment by the Company is less than $10,000 50,000 per month (collectively "Company Leases"month) and the location of the 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 Lease, is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to result in have a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by the Company and its Subsidiaries in accordance with its respective termsterms (subject to the Bankruptcy and Equity Exception), except for such failures to be valid, binding or enforceable, individually or in the aggregate, is that are not reasonably likely to result in have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property Real Property to any person other than to the Company and its Subsidiaries. The Company has made available to the Buyer complete and accurate copies of all Company Leases.

Owned and Leased Real Properties. (a) Section 3.9(a) 4.18 of the Company Disclosure Schedule sets forth a complete Statement accurately lists and accurate list as of the date of this Agreement of correctly describes in all material respects: (i) the addresses of all real property properties owned by any of the Company or any Subsidiary (Seller and the "Owned Real Property")Seller Subsidiaries and, for each of those properties, the address thereof, the type and square footage of each structure located thereon and the use thereof in the business of the Seller and the Seller Subsidiaries; (ii) all real properties of which any of the record owner Seller and the Seller Subsidiaries is the lessee and, for each of such Owned Real Propertythose properties, the address thereof, the type and square footage of each structure located thereon the Seller or a Seller Subsidiary is leasing and the expiration date of its lease and the use thereof in the business of the Seller and the Seller Subsidiaries; and (iii) all loans secured in the case of each real property listed as being owned, whether it was previously owned, and in the case of each real property listed as being leased, whether it is presently owned, by mortgages encumbering any Owner or any of his or the Owned Real Property. Legal descriptions of such Owned Real Property Seller's Related Persons or Affiliates (other than the Seller and the most recent title reports or policies (Seller Subsidiaries, if any) with respect to each the Owner is an Affiliate of the Owned Real Properties have previously been made available to Buyer. The Company or its Subsidiaries are the sole owners of good, valid, fee simple and marketable title to the Owned Real Properties, including without limitation, all buildings, structures, fixtures and improvements located thereon in each case free and clear of any Liens other than those that are not, individually or in the aggregate, reasonably likely to result in a Company Material Adverse EffectSeller). (b) Section 3.9(b) The Seller has provided Apple with true, complete and correct copies of all title reports and insurance policies owned or in the possession of any of the Company Seller and the Seller Subsidiaries and relating to any of the real properties listed as being owned in Section 4.18 of the Disclosure Schedule sets Statement. Except as accurately set forth in that Section or those reports and policies, and except for Permitted Liens, the Seller or a Seller Subsidiary owns in fee, and has good, valid and marketable title to, free and clear of all Liens, the Acquired Assets. (c) The Seller has provided Apple with true, correct and complete copies of all leases under which the Seller or a Seller Subsidiary is leasing each of the properties listed in Section 4.18 of the Disclosure Statement as being leased and, except as accurately set forth in Section 4.18 of the Disclosure Statement, (i) each of those leases is, to the knowledge of the Seller, valid and accurate list binding on the lessor party thereto, and (ii) the lessee party thereto has not sublet any of the leased space to any Person other than the Seller or a Seller Subsidiary. (d) The fixed assets of each of the Seller and the Seller Subsidiaries are affixed only to one or more of the real properties listed in Section 4.18 of the Disclosure Statement and, except as accurately set forth in that Section, are well-maintained and adequate for the purposes for which they presently are being used or held for use, ordinary wear and tear excepted. (e) The Seller has accurately disclosed in Section 4.18 of the Disclosure Statement in all material respects all plans or projects involving the opening of new operations, the expansion of any existing operations or the acquisition of any real property or existing business, with respect to which management of the Seller or any Seller Subsidiary has made any expenditure in the two-year period prior to the date of this the Agreement in excess of all real property leased$1,000, subleased or licensed which if pursued by the Company Seller or any Seller Subsidiary would require additional capital expenditures in excess of its Subsidiaries (collectively, the "Leases") other than (i) property subject to a Lease that is terminable by the Company or any of its Subsidiaries on no more than thirty (30) days notice without liability or financial obligation to the Company or (ii) property subject to a Lease for which the payment by the Company is less than $10,000 per month (collectively "Company Leases") 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 Lease is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to result in a Company Material Adverse Effect, and each Company Lease is valid and binding and is enforceable by the Company and its Subsidiaries in accordance with its respective terms, except for such failures to be valid, binding or enforceable, individually or in the aggregate, is not 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 made available to the Buyer complete and accurate copies of all Company Leases1,000.