Common use of Personal and Real Property Clause in Contracts

Personal and Real Property. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of its tangible assets, free and clear of all Liens, other than Permitted Liens. (b) Neither the Company nor any of its Subsidiaries owns any real property. SECTION 3.15(b) of the Company Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses and occupancy agreements, together with all amendments and supplements thereto, under which the Company or any of its Subsidiaries leases (as lessee) or occupies real property (the “Real Property Leases”; the property covered by the Real Property Leases is referred to herein as the “Leased Real Property”). The Company has made available to Parent true and complete copies of each of the Real Property Leases. As applicable, each of the Company and its Subsidiaries has a valid and subsisting leasehold interest in all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. To the Knowledge of the Company, (i) no Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor (ii) has any such condemnation, expropriation or taking been proposed to the Company or any of its Subsidiaries. All Real Property Leases are in full force and effect, and neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any other party thereto, is in default under any Real Property Lease, and no event has occurred which, with the giving of notice or passage of time, would constitute such a default by the Company or its Subsidiaries, or to the Knowledge of the Company, any other party thereto. The Company has not received any notice, order or proposal which would adversely affect the value or use or enjoyment of any of the Leased Real Property.

Personal and Real Property. (a) The Company or one of its Subsidiaries has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, to all of its tangible assets, free and clear of all Liens, personal property (other than Permitted Liensleased or licensed personal property), and such personal property is not subject to any Lien except as set forth on Schedule 4.5(a). All leases and licensing agreements for personal property (“Personalty Leases”) leased or licensed by Company are valid and in full force and effect and are listed on Schedule 4.5(a). Company has performed all obligations required to be performed by them under such Personalty Leases and no event or condition exists which constitutes or, with the giving of notice or the passage of time or both, would constitute a default by Company as lessee or licensee under such leases. (b) Neither Schedule 4.5(b) sets forth a list of all real property leased by the Company nor any (the “Real Property”). Company has valid title to all of its Subsidiaries owns owned Real Property. The present use of the Real Property is permitted and constitutes a conforming structure under applicable zoning and building laws and ordinances. There are no pending or, to the Knowledge of the Seller or the Company, threatened requests, applications or proceedings to alter or restrict the zoning or other use restrictions applicable to the Real Property. No variance, special permit, special exception or other approval is required under local zoning and planning laws from any real property. SECTION 3.15(b) Governmental Authority to operate the business of the Company Disclosure Schedule sets forth a true as it is currently being conducted at the Real Property. The buildings, structures, fixtures and complete list equipment in or on the Real Property have been reasonably maintained consistent with standards generally followed in the industry. (c) Each of all leases, subleases, licenses and occupancy agreements, together with all amendments and supplements thereto, under which the Company or any leases of its Subsidiaries leases (as lessee) or occupies real property Real Property (the “Real Property Leases”; the property covered by the Real Property Leases is referred to herein as the “Leased Real Property”). The Company has made available to Parent true and complete copies of each of the Real Property Leases. As applicable, each of the Company and its Subsidiaries has a valid and subsisting leasehold interest in all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. To the Knowledge of the Company, (i) no Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor (ii) has any such condemnation, expropriation or taking been proposed leased to the Company or any of its Subsidiaries. All Real Property Leases are is valid and in full force and effect, and neither the . Company nor any of its Subsidiaries, nor has performed all obligations required to the Knowledge of the Company, any other party thereto, is in default be performed by it under any such Real Property LeaseLeases, and no event has occurred whichor condition exists which constitutes or, with the giving of notice or passage of timetime or both, would constitute such a default by the Company or its Subsidiaries, or to the Knowledge of the Company, any other party thereto. as lessee under such Real Property Leases. (d) The Company has not received any notice, order or proposal which would adversely affect the value or use or enjoyment of any made available to Buyer true and correct copies of the Leased Personalty Leases and Real PropertyProperty Leases and any amendments thereto. Buyer and Seller will enter a sublease of the Real Property Lease that creates a pass-through of all required performances under said Real Property Lease.

Personal and Real Property. (a) The Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, the Company or one of its Subsidiaries has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of its tangible assets, free and clear of all Liens, other than Permitted Liens. (b) Neither the Company nor any of its Subsidiaries owns any real property. SECTION 3.15(bSection 3.14(b) of the Company Disclosure Schedule Letter sets forth a true and complete list of all leases, subleases, licenses and occupancy agreements, together with all amendments and supplements thereto, under which real property owned by the Company or any of its Subsidiaries leases (as lessee) or occupies real property (together with all buildings, structures and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, the “Owned Real Property LeasesProperty”; the ) and all property covered leased, subleased or otherwise used or occupied by right by the Real Property Leases is referred to herein as Company or any of its Subsidiaries (the “Leased Real Property”). The Company Except as, individually or in the aggregate, has made available not had and would not reasonably be expect to Parent true and complete copies of each of the Real Property Leases. As applicablehave a Material Adverse Effect, each of the Company and its Subsidiaries (i) has a valid good and subsisting marketable title in fee simple to all Owned Real Property and (ii) has good and marketable leasehold interest in title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. To Except as, individually or in the Knowledge aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, no parcel of the Company, (i) no Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor (ii) nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing to the Company or any of its Subsidiaries. All Real Property Leases are in full force and effect, and neither there exists no default under any such Lease by the Company nor Company, any of its SubsidiariesSubsidiaries or, nor to the Knowledge of the Company, any other party thereto, is except, in default under any each case, as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (c) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Owned and Leased Real Property Lease, are in good condition and no event has occurred which, with repair and sufficient for the giving operation of notice or passage the business of time, would constitute such a default by the Company or its SubsidiariesSubsidiaries as currently operated thereon, except, in each case, as, individually or to in the Knowledge of the Companyaggregate, any other party thereto. The Company has not received any notice, order or proposal which had and would adversely affect the value or use or enjoyment of any of the Leased Real Propertynot reasonably be expected to have a Material Adverse Effect.

Personal and Real Property. (a) The Except as set forth in Section 3.14(a) of the Company Disclosure Letter, the Company or one of its Subsidiaries has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of its material tangible assets, free and clear of all Liens, other than Permitted Liens. (b) Neither the Company nor any of its Subsidiaries owns any real property. SECTION 3.15(bSection 3.14(b) of the Company Disclosure Schedule Letter sets forth a true and complete list of all leases, subleases, licenses and occupancy agreements, together with all amendments and supplements thereto, under which the Company or any of its Subsidiaries leases (as lessee) or occupies real property (the “Real Property Leases”; the property covered by the Real Property Leases is referred to herein as the “Leased Real Property”). The Company has made available to Parent true and complete copies of each of the Real Property Leases. As applicable, each of the Company and its Subsidiaries has a valid and subsisting leasehold interest in all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. To the Knowledge of the Company, (i) no Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor (ii) has any such condemnation, expropriation or taking been proposed to the Company or any of its Subsidiaries. All Real Property Leases are in full force and effect, and neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any other party thereto, is in default under any Real Property Lease, and no event has occurred which, with the giving of notice or passage of time, would constitute such a default by the Company or its Subsidiaries, or to the Knowledge of the Company, any other party thereto. The Company has not received any notice, order or proposal which would adversely affect the value or use or enjoyment of any of the Leased Real Property.

Personal and Real Property. (a) The Except for such exceptions that, individually or in the aggregate, are not, and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, the Company or one of its Subsidiaries has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of its tangible assets, personal property, fixtures, equipment (and components thereof) and structures used or leased by the Company or any of its Subsidiaries in connection with the conduct of the Company’s business, as conducted on the date of this Agreement, free and clear of all Liens, other than Permitted Liens, and all such personal property and assets, fixtures, equipment (and components thereof) and structures are in good operating condition and repair in all material respects, subject to normal wear and tear. (b) Neither the Company nor any of its Subsidiaries owns any real property. SECTION 3.15(bSection 3.14(b) of the Company Disclosure Schedule Letter sets forth a true and complete list of all leases, subleases, licenses and occupancy agreements, together with all amendments and supplements thereto, under which real property owned by the Company or any of its Subsidiaries leases (as lessee) or occupies real property (the “Owned Real Property LeasesProperty”; the ) and all material property covered leased by the Real Property Leases is referred to herein as Company or any of its Subsidiaries involving the payment of rental obligations for an amount in excess of $250,000 per year, except for leases with a remaining term of less than one year from the date of this Agreement (the “Leased Real Property”). The Except for such exceptions that, individually or in the aggregate, are not, and would not reasonably be expect to be, material to the Company has made available to Parent true and complete copies of each of the Real Property Leases. As applicableits Subsidiaries, taken as a whole, each of the Company and its Subsidiaries (i) has a valid good and subsisting marketable title in fee simple to all Owned Real Property and (ii) has good and marketable leasehold interest in title to all Leased Real Property, in each case, free and clear of all Liens except Permitted Liens. To Except for such exceptions that, individually or in the Knowledge aggregate, are not, and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, no parcel of the Company, (i) no Owned Real Property or Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor (ii) nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing to the Company or any of its Subsidiaries. All leases of Leased Real Property Leases and all amendments and modifications thereto are in full force and effect, and neither there exists no default under any such lease by the Company nor Company, any of its SubsidiariesSubsidiaries or, nor to the Knowledge of the Company, any other party thereto, except, in each case, as, individually or in the aggregate, is in default under any Real Property Leasenot, and no event has occurred whichwould not reasonably be expected to be, with the giving of notice or passage of time, would constitute such a default by material to the Company or and its Subsidiaries, or to the Knowledge of the Company, any other party thereto. The Company has not received any notice, order or proposal which would adversely affect the value or use or enjoyment of any of the Leased Real Propertytaken as a whole.