Common use of Owned and Leased Real Property Clause in Contracts

Owned and Leased Real Property. (a) Neither the Company nor any Subsidiary owns, or has ever owned, any real property. (b) Section 3.11(b) of the Disclosure Schedule sets forth a true, correct and complete list of all Leases. The Company has made available to the Buyer complete and accurate copies of the Leases, including all amendments and modifications thereto, and any guarantees thereof. Neither the Company nor any Subsidiary occupies or has a contractual or other right to occupy any space other than pursuant to a Lease. With respect to each Lease: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is a party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (iii) none of the Company, any Subsidiary or, to the Knowledge of the Company, any other party, is, in any material respect, in breach or violation of, or default under, any such Lease, and no event has occurred, is occurring, or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such breach or default by the Company or any Subsidiary or, to the Knowledge of the Company, any other party under such Lease; and no event has occurred that would give rise to a termination right under such Lease; (iv) there are no disputes, oral agreements or forbearance programs in effect as to such Lease; (v) neither the Company nor any Subsidiary has assigned, transferred, conveyed, mortgaged, subleased, licensed, granted occupancy rights with respect to, deeded in trust or encumbered any interest in the leasehold or subleasehold; and (vi) to the Knowledge of the Company, there are no Liens, easements, covenants or other restrictions applicable to the real property subject to such Lease which would reasonably be expected to impair the current uses or the occupancy by the Company or any Subsidiary of the property subject thereto.

Owned and Leased Real Property. (a) Neither the Company nor any Subsidiary its Subsidiaries owns, or since [**], has ever owned, any real property. (b) Section 3.11(b) of the Disclosure Schedule sets forth a true, correct and complete list lists all Leases as of all Leasesthe date hereof. The Company has made available to the Buyer correct and complete and accurate copies of the such Leases, including all amendments and modifications thereto, thereto and any guarantees thereof. Neither the Company nor any Subsidiary its Subsidiaries uses or occupies or has a contractual or other right to use or occupy any space other than pursuant to a Lease. With respect to each LeaseLease listed in Section 3.11(b) of the Disclosure Schedule: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is a party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary its Subsidiaries that is the party thereto, as applicable, and, to Knowledge of the Company’s Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closingthereto; (iiiii) none of the Company, any Subsidiary its Subsidiaries or, to the Knowledge of the Company, any other party, is, in any material respect, is in breach or violation of, or default under, any such Lease, and no event has occurred, is occurring, pending or, to the Knowledge of the Company, is threatenedthreatened in writing, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such a breach or default by the Company or any Subsidiary its Subsidiaries or, to the Knowledge of the Company, any other party under such Lease; and no event has occurred that would give rise to a termination right under such Lease;; and (iv) there are no disputes, oral agreements or forbearance programs in effect as to such Lease; (viii) neither the Company nor any Subsidiary its Subsidiaries has assigned, transferred, conveyed, mortgaged, subleased, licensed, granted occupancy rights with respect to, deeded in trust or encumbered any interest in such Lease or the leasehold (or subleasehold; and (vi, if applicable) to the Knowledge of the Company, there are no Liens, easements, covenants or other restrictions applicable to the real property subject to such Lease which would reasonably be expected to impair the current uses or the occupancy by the Company or any Subsidiary of the property subject theretoestate.

Owned and Leased Real Property. (a) Neither the Company Merger Partner nor any Subsidiary owns, or has ever owned, of its Subsidiaries owns any real property. (b) Section 3.11(b) of the Disclosure Schedule sets forth a true, correct and complete list of all Leases. The Merger Partner has delivered to Public Company has made available to the Buyer complete and accurate copies of the Leases, including all amendments material Leases of Merger Partner and modifications thereto, and any guarantees thereofits Subsidiaries. Neither the Company Merger Partner nor any Subsidiary occupies or has a contractual or other right to occupy any space other than pursuant to a Lease. With respect to each such Lease, except as would not, individually or in the aggregate, reasonably be expected to result in a Merger Partner Material Adverse Effect: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company Merger Partner or the its Subsidiary that is a the party thereto, as applicable, and, to the Company’s KnowledgeKnowledge of Merger Partner, against each other party thereto; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company Xxxxxx Partner or the Subsidiary that is the party thereto, as applicable, and, to the Company’s KnowledgeKnowledge of Merger Partner, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (iii) none of the CompanyMerger Partner, any Subsidiary of Merger Partner or, to the Knowledge of the CompanyMerger Partner, any other party, is, in any material respect, is in breach or violation of, or default under, any such Lease, and no event has occurred, is occurring, pending or, to the Knowledge of the CompanyMerger Partner, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such breach or default by the Company Merger Partner or any Subsidiary of Merger Partner or, to the Knowledge of the CompanyMerger Partner, any other party under such Lease; and no event has occurred that would give rise to a termination right under such Lease; (iv) there are no disputes, oral agreements or forbearance programs in effect as to such Lease; (v) neither the Company Xxxxxx Partner nor any Subsidiary of Merger Partner has assigned, transferred, conveyed, mortgaged, subleased, licensed, granted occupancy rights with respect to, deeded in trust or encumbered any interest in the leasehold or subleasehold; and (viv) to the Knowledge of the CompanyMerger Partner, there are no Liens (other than Permitted Liens, easements, covenants or other restrictions ) applicable to the real property subject to such Lease which would reasonably be expected to impair the current uses or the occupancy by the Company Xxxxxx Partner or any Subsidiary of Merger Partner of the property subject thereto. (c) Each of Merger Partners and its Subsidiaries owns, and has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all tangible properties or tangible assets and equipment used or held for use in its business or operations or purported to be owned by it, in each case, that are material to Merger Partner and its Subsidiaries, taken as a whole, including: (A) all such tangible assets reflected on the Merger Partner Financial Statements; and (B) all other such tangible assets reflected in the books and records of Merger Partner or any of its Subsidiaries as being owned by Merger Partner or such Subsidiary. All of such assets are owned or, in the case of leased assets, leased by Merger Partner or any of its Subsidiaries free of any Liens other than Permitted Liens.

Owned and Leased Real Property. (a) Neither the Company nor any Subsidiary owns, or has ever owned, any real property. (b) Section 3.11(b) of the Company Disclosure Schedule sets forth a truelists all Leases and lists the term of such Lease, correct any extension and complete list of all Leasesexpansion options, and the rent payable, security deposit, maintenance and like charges thereunder, and any advance rent thereunder. The Company has made available to the Buyer complete and accurate copies of the Leases, including all amendments and modifications thereto, and any guarantees thereof. Neither the Company nor any Subsidiary occupies or has a contractual or other right to occupy any space other than pursuant to a Lease. With respect to each Lease: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is a the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (iii) none of the Company, any Subsidiary or, to the Knowledge of the Company, any other party, is, in any material respect, is in breach or violation of, or default under, any such Lease, and no event has occurred, is occurring, pending or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such breach or default by the Company or any Subsidiary or, to the Knowledge of the Company, any other party under such Lease; and to the Knowledge of the Company, no event has occurred that would give rise to a termination right under such Lease; (iv) there are no disputes(A) unresolved disputes with respect to the terms of the Lease initiated by the Company against any other party thereto or asserted in writing, or to the Company’s Knowledge, via any other means (including orally) by any other party thereto against the Company or any Subsidiary, (B) oral agreements which modify or supersede any terms of the written Lease, or (C) or forbearance programs in effect as to such Lease; (v) neither the Company nor any Subsidiary has assigned, transferred, conveyed, mortgaged, subleased, licensed, granted occupancy rights with respect to, deeded in trust or encumbered any interest in the leasehold or subleasehold; and; (vi) all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; (vii) to the Knowledge of the Company, there are no Liens, easements, covenants or other restrictions applicable to the real property subject to such Lease which would reasonably be expected to impair the current uses or the occupancy by the Company or any Subsidiary of the property subject thereto; and (viii) no construction, alteration or other leasehold improvement work with respect to the Lease remains to be paid for or performed by the Company or any Subsidiary.

Owned and Leased Real Property. (a) Neither the No Group Company nor any Subsidiary owns, or has ever owned, any real property. (b) Section 3.11(b3.12(b) of the Disclosure Schedule correctly sets forth out a true, correct and complete list of all Leasesof the Properties leased by the Group Company and in respect of any Leases lists the expiration date of such Lease, the current landlord and tenant, the premises leased. The Company has Group Companies have made available to the Buyer complete and accurate copies of the Leases, including . Section 3.12(b) of the Disclosure Schedule fully and correctly sets out a complete list of Leases and all amendments and modifications thereto, and any guarantees thereof. Neither the No Group Company nor any Subsidiary occupies or has a contractual or other right to occupy any space other than pursuant to a Lease. The Group Companies have performed all of their obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases or otherwise in respect of any real property other than in relation to the Properties set out in Section 3.12(b) of the Disclosure Schedule. With respect to each Lease: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Group Company or the Subsidiary that is a party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Companies’ Knowledge, against each other party thereto immediately following thereto; (ii) all rent, outgoings and other sums accrued as at the Closing date of this Agreement (including service charges, rates and insurance) have been paid and will be paid in accordance with the terms thereof as in effect immediately prior full up to the Closing; (iii) none to the Companies’ Knowledge, no Group Company is in violation of any statutory and local authority requirements and obligations or any Law affecting the Properties, which such violation would be likely to result in material liability to any Group Company and no Group Company is in violation of the permitted uses of the Properties, which such violation would be likely to result in material liability to any Group Company, any Subsidiary ; (iv) no Group Company or, to the Knowledge of the CompanyCompanies’ Knowledge, any other party, is, in any material respect, in breach or violation of, or default under, any such Lease, and no event has occurred, is occurring, pending or, to the Knowledge of the CompanyCompanies’ Knowledge, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such breach or default by the such Group Company or any Subsidiary or, to the Knowledge of the CompanyCompanies’ Knowledge, any other party under such Lease; and no event has occurred that would give rise to a termination right under such Lease; (iv) there are no disputes, oral agreements or forbearance programs in effect as to such Lease; (v) neither the no Group Company nor any Subsidiary has assigned, transferred, conveyed, mortgaged, subleased, licensed, granted occupancy rights with respect to, deeded in trust or encumbered any interest in the leasehold or subleasehold; andsubleasehold and nor has any Group Company agreed to do so; (vi) To the Companies’ Knowledge, the Properties are supplied with utilities and other services adequate for the operation of said Properties by the Group Companies as currently conducted; (vii) there has been no renunciation of renewal rights by the Group Companies in respect of the Properties, whether contractual or pursuant to Part II of the UK Landlord and Xxxxxx Xxx 0000; (viii) to the Knowledge of the CompanyCompanies, the Properties leased to the Group Companies pursuant to the Leases are in good operating condition and repair in all material respects, normal wear and tear excepted; (ix) to the Knowledge of the Companies, there are no Liens (other than Permitted Liens), easements, covenants or other restrictions applicable to the real property subject to such Lease which would reasonably be expected to impair the current uses or the occupancy by the such Group Company or any Subsidiary of the property subject thereto; (x) to the Knowledge of the Companies, no material construction, alteration or other leasehold improvement work performed by or at the request of a Group Company with respect to the Lease remains to be paid for or performed by any Group Company; and (xi) no Group Company is obligated to pay any leasing or brokerage commission relating to such Lease and will not have any obligation to pay any leasing or brokerage commission upon the renewal or expansion of the Lease.

Owned and Leased Real Property. (a) Neither the Company nor any Subsidiary owns, or has ever owned, any real property. (b) Section 3.11(b3.10(b) of the Company Disclosure Schedule sets forth a truelists all Leases and lists the term of such Lease, correct any extension and complete list of all Leasesexpansion options, and the rent payable, security deposit, maintenance and like charges thereunder, and any advance rent thereunder. The Company has made available delivered to the Buyer Parent complete and accurate copies of the Leases, including all amendments and modifications thereto, and any guarantees thereof. Neither the Company nor any Subsidiary occupies or has a contractual or other right to occupy any space other than pursuant to a Lease. With respect to each Lease, except as would not individually or in the aggregate have a Company Material Adverse Effect: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is a the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (iii) none of the Company, any Subsidiary or, to the Knowledge of the Company, any other party, is, in any material respect, is in breach or violation of, or default under, any such Lease, and no event has occurred, is occurring, pending or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such breach or default by the Company or any Subsidiary or, to the Knowledge of the Company, any other party under such Lease; and no event has occurred that would give rise to a termination right under such Lease; (iv) there are no disputes, oral agreements or forbearance programs in effect as to such Lease; (v) neither the Company nor any Subsidiary has assigned, transferred, conveyed, mortgaged, subleased, licensed, granted occupancy rights with respect to, deeded in trust or encumbered any interest in the leasehold or subleasehold; and; (vi) all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; (vii) to the Knowledge of the Company, there are no Liens, easements, covenants or other restrictions applicable to the real property subject to such Lease which would reasonably be expected to impair the current uses or the occupancy by the Company or any Subsidiary of the property subject thereto; (viii) no construction, alteration or other leasehold improvement work with respect to the Lease remains to be paid for or performed by the Company or any Subsidiary; (ix) neither the Company nor any Subsidiary is obligated to pay any leasing or brokerage commission relating to such Lease and will not have any obligation to pay any leasing or brokerage commission upon the renewal or expansion of the Lease; and (x) the Company Financial Statements contain adequate reserves to provide for the restoration of the property subject to the Lease at the end of the respective Lease term, to the extent required by the Lease.