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 Company Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable, security deposit, maintenance and like charges thereunder, and any advance rent thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases. Neither the Company nor any Subsidiary occupies 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 the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto, subject to the Bankruptcy and Equity Exception; (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, subject to the Bankruptcy and Equity Exception; (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 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 Company’s Knowledge, 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, deeded in trust or encumbered any material interest in the leasehold or subleasehold; (vi) all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the present 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.

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 lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable, security deposit, maintenance and like charges thereunder, and any advance rent thereunder. The Company has delivered to the Buyer Parent complete and accurate copies of the Leases. Neither the Company nor any Subsidiary occupies 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 the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto, subject to the Bankruptcy and Equity Exception; (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, subject to the Bankruptcy and Equity Exception; (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 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 Company’s Knowledge, 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, deeded in trust or encumbered any material interest in the leasehold or subleasehold; (vi) all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the present 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.

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 lists sets forth a true, correct and complete list of all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable, security deposit, maintenance and like charges thereunder, and any advance rent thereunderLeases. The Company has delivered 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 the a party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto, subject to the Bankruptcy and Equity Exception; (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, subject to the Bankruptcy and Equity Exception; (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 pending 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, to the Company’s Knowledge, 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 material interest in the leasehold or subleasehold;; and (vi) all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the present 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.

Owned and Leased Real Property. (a) Neither Section 3.11(a) of the Disclosure Schedule sets forth a true, correct and complete list of all Company Owned Real Property (including street address and owner thereof). The Company or a Subsidiary has good, valid, insurable and marketable title to all of the Company nor any Subsidiary ownsOwned Real Property, or has ever ownedfree and clear of all Liens, any real propertyother than Permitted Liens. (b) Section 3.11(b) of the Company Disclosure Schedule lists sets forth a true, correct and complete list of all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable, all security deposit, maintenance and like charges thereunder, and any advance rent deposits thereunder. The Company has delivered made available to the Buyer complete and accurate copies of the Leases. Neither the Company nor any Subsidiary of its Subsidiaries occupies 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 the a party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and subject to the Bankruptcy and Equity Exceptiongeneral principles of equity; (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, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and subject to the Bankruptcy and Equity Exceptiongeneral principles of equity; (iii) none of the Company, any Subsidiary of its Subsidiaries or, to the Knowledge of the Company, any other party, is, is in any material respect, in breach or material violation of, or material default under, any such Lease, and no event has occurred, is 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 material breach or material default by the Company or any Subsidiary of its Subsidiaries or, to the Knowledge of the Company, any other party under such Lease; and, to the Company’s Knowledge, no event has occurred that would give rise to a termination right under such Lease; (iv) there are no written (or, to the Company’s Knowledge, other) disputes, oral agreements or forbearance programs in effect as to such Lease; (v) neither the Company nor any Subsidiary of its Subsidiaries has assigned, transferred, conveyed, mortgaged, subleased, licensed, deeded in trust or encumbered any material interest in the leasehold or subleasehold; (vi) all facilities leased or subleased thereunder are supplied with utilities and other services reasonably adequate for the present current operation of said facilities; (vii) to the Knowledge of the Company, there are no Liens, easements, covenants or other restrictions Liens applicable to the real property subject to such Lease Company Leased Real Property which would reasonably be expected to impair in any material respect the current uses or the occupancy by the Company or any Subsidiary of its Subsidiaries 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 performed, by the Company or any Subsidiary;of its Subsidiaries; and (ix) neither the Company nor any Subsidiary of its Subsidiaries 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. (xc) Except as set forth on Section 3.11(c) of the Disclosure Schedule, the Company Real Property and the current uses and operations of the Company Real Property comply, and for the past three (3) years have complied, in all material respects with all applicable Laws and the terms of any Permitted Liens affecting the Company Real Property. Each of the Company and its Subsidiaries has obtained all material Permits required in connection with its current use, occupation and operation of the Company Real Property. The Company has received no written or (to the Knowledge of the Company) other notice of any pending or threatened condemnation, building, zoning or other land use regulatory proceedings, lawsuits or administrative actions relating to any portion of the Company Real Property. (d) Except as set forth on Section 3.11(d) of the Disclosure Schedule, (i) all utilities reasonably necessary for the current use or operation of the Company Real Property in the conduct of the business of the Company and its Subsidiaries, as presently conducted, have been obtained and are operable, (ii) all Structures are free of Known defects and in good operating condition and repair, ordinary wear and tear excepted, and (iii) no necessary maintenance or repair to the Company Real Property or any Structure has been unreasonably deferred. (e) There are no outstanding options or rights of first refusal to purchase any portion of (i) the Company Financial Statements contain adequate reserves Owned Real Property or any interest therein, or (ii) to provide for the restoration Knowledge of the property subject to Company, the Lease at Company Leased Real Property or any interest therein, in each case except for such rights held or enjoyed by the end Company or a Subsidiary of the respective Lease term, to the extent required by the LeaseCompany.

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 lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable, security deposit, maintenance and like charges thereunder, deposit and any advance rent thereunder. The Company has delivered 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 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 the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto, subject to the Bankruptcy and Equity Exception; (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 both as of the date hereof and as of immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, except, in each case, as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and subject to the Bankruptcy and Equity Exceptiongeneral principles of equity; (iiiii) 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 pending 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, to the Company’s Knowledge, and no event has occurred that would give rise to a termination right under such Lease; (iviii) there are no disputes, legally binding oral agreements or forbearance programs in effect as to such Lease; (viv) 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 material interest in the leasehold or subleasehold;; and (vi) all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the present operation of said facilities; (viiv) 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 in any material respect 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.

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 lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable, security deposit, maintenance and like charges thereunder, and any advance rent thereunder. The Company has delivered made available to the Buyer complete and accurate copies of the Leases. Neither the Company nor any Subsidiary occupies 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 the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto, subject to the Bankruptcy and Equity Exception; (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, subject to the Bankruptcy and Equity Exception; (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 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, and to the Knowledge of the Company’s Knowledge, 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, deeded in trust or encumbered any material interest in the leasehold or subleasehold; (vi) all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the present 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; (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.