Common use of Properties and Assets Clause in Contracts

Properties and Assets. (a) The Company and the Company Subsidiaries have good and valid title to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of its material real properties and tangible assets. All such material assets and real properties, other than assets and real properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all material Liens, except for Permitted Liens. (b) Since October 1, 2011, neither the Company nor any Company Subsidiary owns or ever owned any real property. (c) Section 3.18(c) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”) involving annual rental payments in excess of $1,000,000, (ii) the address for each such Leased Real Property and (iii) the current rent amounts payable by the Company or any Company Subsidiary related to each such Leased Real Property. Each of the Company and the Company Subsidiaries, as applicable, has good leasehold title to the Leased Real Property, free and clear of any material Liens, other than Permitted Liens. No Person other than the Company or a Company Subsidiary has any right (whether by lease, sublease, license or otherwise) to use or occupy all or any portion of the Leased Real Property. (d) The Company and the Company Subsidiaries have a valid and existing interest in the Leased Real Property, and the Company and the Company Subsidiaries enjoy peaceful and undisturbed possession of the Leased Real Property. The Leased Real Property constitutes all of the real property used by the Company and the Company Subsidiaries in the operation of the business of the Company and the Company Subsidiaries, and such Leased Real Property is sufficient in all material respects for the conduct of the business of the Company and the Company Subsidiaries as currently conducted. Neither the Company nor any Company Subsidiary has received any written notice from any Governmental Entity with respect to the ownership, lease, occupancy or use of the Leased Real Property that materially and adversely affects the rights of the Company or any Company Subsidiary or constitutes a material violation of Laws applicable to the Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Actions in eminent domain, condemnation or other similar Actions that are pending, and, to the Knowledge of the Company, there are no such Actions threatened, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the Knowledge of the Company, there is no such Order or Action threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Property. (e) For any Leased Real Property encumbered with a mortgage, the Company or the Company Subsidiary has made available to Parent true and complete copies of a non-disturbance agreement from the mortgagee of such Leased Real Property which protects the Company or the Company Subsidiary’s leasehold interest in the property in the event such mortgagee forecloses on the applicable mortgage.

Properties and Assets. (a) The Company and the Company each of its Subsidiaries have has good and valid marketable title to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of its material the real properties property and tangible assets used in the conduct of its business and all such property and assets. All such material assets and real properties, other than real property and assets and real properties in which the Company or any of the Company its Subsidiaries has leasehold interests, are free and clear of all material Liens, except for Permitted Liens. (b) Since October 1Neither the Company nor any Subsidiary owns any real property, 2011nor has the Company or any Subsidiary ever owned any real property. Section 4.13(b) of the Disclosure Schedules sets forth a complete and correct list of all real property leased by the Company or any of its Subsidiaries (each a “Leased Real Property”). With respect to each Leased Real Property, neither the Company nor any Company Subsidiary owns or ever owned any real property. (c) Section 3.18(c) of the Company Disclosure Schedule sets forthits Subsidiaries has subleased, as of the date of this Agreement, (i) a true and complete list of all real property leased, subleased licensed or otherwise occupied by the Company granted anyone a right to use or any Company Subsidiary (collectively, the “Leased Real Property”) involving annual rental payments in excess of $1,000,000, (ii) the address for each occupy such Leased Real Property and (iii) the current rent amounts payable by the Company or any Company Subsidiary related to each such Leased Real Property. Each of the Company and the Company Subsidiaries, as applicable, has good leasehold title to the Leased Real Property, free and clear of any material Liens, other than Permitted Liens. No Person other than the Company or a Company Subsidiary has any right (whether by lease, sublease, license or otherwise) to use or occupy all or any portion of the Leased Real Property. (d) thereof. The Company and the Company Subsidiaries have a valid and existing interest in the Leased Real Property, and the Company and the Company each of its Subsidiaries enjoy peaceful and undisturbed possession of the each Leased Real Property. The Each Leased Real Property constitutes all of is in good condition and does not require any maintenance or repairs that are material in nature or cost, and satisfactorily serves the real property purposes for which it is used by the Company and the Company Subsidiaries in the operation of the business of the Company and its Subsidiaries. (c) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company or any of its Subsidiaries, together with all other properties and such Leased Real Property is assets of the Company or any of its Subsidiaries, are sufficient in all material respects for the continued conduct of the Company’s business and each Subsidiary’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Company and the Company each of its Subsidiaries as currently conducted. Neither the Company nor any Company Subsidiary has received any written notice from any Governmental Entity with respect to the ownership, lease, occupancy or use of the Leased Real Property that materially and adversely affects the rights of the Company or any Company Subsidiary or constitutes a material violation of Laws applicable to the Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Actions in eminent domain, condemnation or other similar Actions that are pending, and, to the Knowledge of the Company, there are no such Actions threatened, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the Knowledge of the Company, there is no such Order or Action threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Property. (e) For any Leased Real Property encumbered with a mortgage, the Company or the Company Subsidiary has made available to Parent true and complete copies of a non-disturbance agreement from the mortgagee of such Leased Real Property which protects the Company or the Company Subsidiary’s leasehold interest in the property in the event such mortgagee forecloses on the applicable mortgage.

Properties and Assets. (a) The Company and the Company its Subsidiaries have good and valid title toto all of their respective properties, interests in properties and assets, real and personal, reflected on the Company's Most Recent Balance Sheet or acquired since the Company's Most Recent Balance Sheet Date, or, in the case of leased property properties and leased tangible assets, valid leasehold interests in, all of its material real in such properties and tangible assets. All such material assets , in each case free and clear of all Liens, except to the extent any failure would not be reasonably expected to have a Company Material Adverse Effect. (b) The Company Disclosure Schedule sets forth a true, complete and correct list of each parcel of real properties, other than assets and real properties in which property owned or leased by the Company or any of its Subsidiaries. All leases for leased real property of the Company Subsidiaries has leasehold interestsare in full force and effect, are free valid and clear effective in accordance with their respective terms except where any such failure would not reasonably be expected to have a Company Material Adverse Effect, and there is not, under any of all such leases, any existing default or event of default (or event which with notice or the lapse of time, or both, would constitute a default) that would give rise to a material Liens, except for Permitted Liens. (b) Since October 1, 2011, neither the Company nor any Company Subsidiary owns or ever owned any real propertyclaim. (c) Section 3.18(c) of the Company Disclosure Schedule sets forthThe facilities, as of the date of this Agreementproperty and equipment owned, (i) a true and complete list of all real property leased, subleased leased or otherwise occupied used by the Company or any Company Subsidiary of its Subsidiaries are in an acceptable state of maintenance and repair, free from material defects and in operating condition (collectivelysubject to normal wear and tear), and suitable for the “Leased Real Property”purposes for which they are presently used. (d) involving annual rental payments in excess of $1,000,000, (ii) the address for each such Leased Real Property and (iii) the current rent amounts payable All tangible assets which are leased by the Company or any Company Subsidiary related to of its Subsidiaries have been maintained such that at each such Leased Real Property. Each termination of the Company and lease such assets can be returned to their owner without any further material obligation on the Company Subsidiaries, as applicable, has good leasehold title to the Leased Real Property, free and clear of any material Liens, other than Permitted Liens. No Person other than the Company or a Company Subsidiary has any right (whether by lease, sublease, license or otherwise) to use or occupy all or any portion of the Leased Real Property. (d) The Company and the Company Subsidiaries have a valid and existing interest in the Leased Real Property, and the Company and the Company Subsidiaries enjoy peaceful and undisturbed possession of the Leased Real Property. The Leased Real Property constitutes all of the real property used by the Company and the Company Subsidiaries in the operation of the business of the Company and the Company Subsidiaries, and such Leased Real Property is sufficient in all material respects for the conduct of the business of the Company and the Company Subsidiaries as currently conducted. Neither the Company nor any Company Subsidiary has received any written notice from any Governmental Entity with respect to the ownership, lease, occupancy or use of the Leased Real Property that materially and adversely affects the rights part of the Company or any Company Subsidiary or constitutes a material violation of Laws applicable to the Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Actions in eminent domain, condemnation or other similar Actions that are pending, and, to the Knowledge of the Company, there are no such Actions threatened, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the Knowledge of the Company, there is no such Order or Action threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Propertyits Subsidiaries with respect thereto. (e) For any Leased Real Property encumbered with a mortgageFrom and after the Effective Time, the Company tangible assets owned or leased by the Surviving Corporation, together with its intangible assets are, when utilized by a labor force substantially similar to that employed by the Company Subsidiary has made available and its Subsidiaries substantially on the date hereof, adequate to Parent true conduct the business and complete copies operations of a non-disturbance agreement from the mortgagee of such Leased Real Property which protects the Company or the Company Subsidiary’s leasehold interest in the property in the event such mortgagee forecloses on the applicable mortgageand its Subsidiaries as currently conducted.

Properties and Assets. (a) The Company and the Company Subsidiaries have good and valid title to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of its material real properties and tangible assets. All such material assets and real properties, other than assets and real properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all material Liens, except for Permitted Liens. (b) Since October 1, 2011, neither Neither the Company nor any Company Subsidiary owns or ever has since January 1, 2007 owned any real property. (c) Section 3.18(c) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, (iA) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”) involving annual rental payments in excess of $1,000,000), (iiB) the address for each such Leased Real Property Property, (C) a true and complete list of the applicable leases, subleases or other agreements therefor and any and all amendments, modifications, side letters relating thereto and (iiiD) the current rent amounts payable by the Company or any Company Subsidiary related to each such material Leased Real Property. Each of the Company and the Company Subsidiaries, as applicable, has good leasehold title No Lease Agreement is subject to the Leased Real Property, free and clear of any material Liens, Lien other than Permitted Liens. No Person person other than the Company or a Company Subsidiary has any right (whether by lease, sublease, license or otherwise) to use or occupy all or any portion of the Leased Real Property. (d) The Company and the Company Subsidiaries have a valid and existing interest in the Leased Real Property, and the Company and the Company Subsidiaries enjoy peaceful and undisturbed possession of the Leased Real Property. The Leased Real Property constitutes all of the real property used by the Company and the Company Subsidiaries in the operation of the business of the Company and the Company Subsidiaries, and such Leased Real Property is sufficient in all material respects for the conduct of the business of the Company and the Company Subsidiaries as currently conducted. Neither the Company nor any Company Subsidiary has received any written notice from any Governmental Entity with respect to the ownership, lease, occupancy or use of the Leased Real Property that might materially and adversely affects affect the rights of the Company or any Company Subsidiary or constitutes constitute a material violation of Laws applicable to the Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Actions proceedings in eminent domain, condemnation or other similar Actions proceedings that are pending, and, to the Knowledge of the Company, and there are no such Actions proceedings threatened, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order writ, injunction, decree, order or judgment or of any pending Actionproceeding, and, to the Knowledge of the Company, and there is no such Order writ, injunction, decree, order, judgment or Action proceeding threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Property. (e) For any Leased Real Property encumbered with a mortgage, the Company or the Company Subsidiary has made available to Parent true and complete copies of a non-disturbance agreement from the mortgagee of such Leased Real Property which protects the Company or the Company Subsidiary’s leasehold interest in the property in the event such mortgagee forecloses on the applicable mortgage.

Properties and Assets. (a) The Neither the Company nor any of its Subsidiaries has transferred, sold or otherwise disposed of or destroyed any KSO Unit Installations. Each of the Company and its Subsidiaries has good, valid and marketable title to all of (i) the KSO Unit Installations in the possession of or under the control of the KSO Unit and (ii) as of the date of execution of this Agreement (except as set forth in Schedule 4.19 of the Signing Disclosure Schedule), and as of the Closing Date, the properties and assets in the possession of the Company and its Subsidiaries, in each case free and clear of all Encumbrances whatsoever (collectively, the "Assets"), provided however that between the date hereof and the Closing Date, the Company intends to sell or transfer to one or more third parties the assets listed in Schedule 4.17(e) of the Signing Disclosure Schedule. Neither the Company nor any of its Subsidiaries have good and valid title toowns any land or buildings. (b) Except for the Arbitration Proceeding, there is no Proceeding pending, or in to the case Knowledge of leased property and leased tangible assetsthe Selling Shareholders, valid leasehold interests inthreatened against, all involving or affecting any of the Assets. Neither the Company nor any of its material real properties and tangible assets. All such material assets and real propertiesSubsidiaries is a party to any lease, other than assets and real properties in assignment or similar arrangement under which the Company or any of its Subsidiaries is a lessor or assignor of, or otherwise makes available for use by any third-party, any of the Company Subsidiaries has leasehold interests, are free and clear of all material Liens, except for Permitted Liens. (b) Since October 1, 2011, neither the Company nor any Company Subsidiary owns or ever owned any real propertyAssets. (c) Section 3.18(c) Each of the Company Disclosure Schedule sets forthand its Subsidiaries has obtained all appropriate certificates, as licenses, easements and rights of way required to use and operate the date of this Agreement, (i) a true Assets in the manner in which the Assets are currently being used and operated. True and complete list copies of all real property leasedsuch certificates, subleased or otherwise occupied permits and licenses in respect of any Real Property have been furnished to Purchaser by the Company or any Company Subsidiary (collectively, the “Leased Real Property”) involving annual rental payments in excess of $1,000,000, (ii) the address for each such Leased Real Property and (iii) the current rent amounts payable by the Company or any Company Subsidiary related to each such Leased Real PropertySelling Shareholders. Each of the Company and its Subsidiaries has all approvals, permits and licenses necessary to own or operate the Company SubsidiariesAssets as currently owned and operated, and no such approvals, permits or licenses will be required, as applicable, has good leasehold title to the Leased Real Property, free and clear of any material Liens, other than Permitted Liens. No Person other than the Company or a Company Subsidiary has any right (whether by lease, sublease, license or otherwise) to use or occupy all or any portion result of the Leased Real Property. (d) The Company and Transactions, to be issued after the Company Subsidiaries have a valid and existing interest date hereof in the Leased Real Property, and the Company and the Company Subsidiaries enjoy peaceful and undisturbed possession of the Leased Real Property. The Leased Real Property constitutes all of the real property used by the Company and the Company Subsidiaries in the operation of the business order to permit each of the Company and the Company its Subsidiaries, and such Leased Real Property is sufficient in all material respects for following the conduct of the business of the Company and the Company Subsidiaries as currently conducted. Neither the Company nor any Company Subsidiary has received any written notice from any Governmental Entity with respect to the ownership, lease, occupancy or use of the Leased Real Property that materially and adversely affects the rights of the Company or any Company Subsidiary or constitutes a material violation of Laws applicable to the Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Actions in eminent domain, condemnation or other similar Actions that are pending, andClosing, to continue to own or operate the Knowledge of the Company, there are no such Actions threatened, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the Knowledge of the Company, there is no such Order or Action threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Property. (e) For any Leased Real Property encumbered with a mortgage, the Company or the Company Subsidiary has made available to Parent true and complete copies of a non-disturbance agreement from the mortgagee of such Leased Real Property which protects the Company or the Company Subsidiary’s leasehold interest Assets in the property in the event such mortgagee forecloses on the applicable mortgagesame manner as heretofore.

Properties and Assets. (a) The Section 5.8(a) of the Parent Disclosure Schedule sets forth a complete and accurate list of all physical properties and assets, in each case with a fair market value in excess of $100,000, that are owned, leased or used by any Acquired Company as of the date hereof. With respect to physical properties and assets that an Acquired Company purports to own, except as set forth on Section 5.8(a) of the Parent Disclosure Schedule, such Acquired Company Subsidiaries have has good and valid marketable title to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of its material real to such properties and tangible assets. All such material assets and real properties, other than assets and real properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all material Liens, except for Liens other than Permitted Liens. (b) Since October 1. With respect to physical properties and assets that are leased by an Acquired Company, 2011, neither the such Acquired Company nor any Company Subsidiary owns or ever owned any real property. (c) Section 3.18(c) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, (i) has a true valid leasehold interest in such properties and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”) involving annual rental payments in excess of $1,000,000, (ii) the address for each such Leased Real Property and (iii) the current rent amounts payable by the Company or any Company Subsidiary related to each such Leased Real Property. Each of the Company and the Company Subsidiaries, as applicable, has good leasehold title to the Leased Real Property, assets free and clear of any material all Liens, other than Permitted Liens. No Person other than the Company The Acquired Companies own, lease under valid leases or a Company Subsidiary has any otherwise have all necessary right (whether by lease, sublease, license or otherwise) to use all physical properties or occupy all or any portion of the Leased Real Property. (d) The Company and the Company Subsidiaries have a valid and existing interest in the Leased Real Property, and the Company and the Company Subsidiaries enjoy peaceful and undisturbed possession of the Leased Real Property. The Leased Real Property constitutes all of the real property used by the Company and the Company Subsidiaries in the operation of the business of the Company and the Company Subsidiaries, and such Leased Real Property is sufficient in all material respects assets necessary for the conduct of their business as currently conducted or as presently proposed to be conducted by the business Acquired Companies. No physical properties or assets related to or used by any Acquired Company are owned or leased by any Seller or any Affiliate of any Seller or any Acquired Company (other than another Acquired Company) or, except as set forth on Section 5.8(a) of the Company Parent Disclosure Schedule, any portfolio company of Oak. The execution and delivery of this Agreement and the Company Subsidiaries as currently conducted. Neither Ancillary Agreements contemplated hereby, and the Company nor any Company Subsidiary has received any written notice from any Governmental Entity with respect to the ownership, lease, occupancy or use consummation of the Leased Real Property that materially and Contemplated Transactions will not adversely affects affect or otherwise impair the rights ability of the Company Acquired Companies to use, and fully to enjoy the benefits of all of, the physical properties and assets which are currently employed, owned or leased by any Company Subsidiary or constitutes a material violation of Laws applicable to the Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Actions in eminent domain, condemnation or other similar Actions that are pending, and, to the Knowledge of the Company, there are no such Actions threatened, affecting any portion Acquired Companies or necessary in the conduct of their business and immediately upon consummation of the Leased Real Property Contemplated Transactions, the Acquired Companies will be entitled to continue to use all the physical properties and neither the Company nor assets which are currently employed, owned or leased, by any Company Subsidiary has received written notice of the existence Acquired Companies or necessary in the conduct of any outstanding Order or of any pending Action, and, to the Knowledge of the Company, there is no such Order or Action threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Propertytheir business. (eb) For The physical properties and assets that are owned, leased or used by the Acquired Companies are in good and serviceable operating condition, subject to ordinary wear and tear, free from any Leased Real Property encumbered with a mortgagematerial defect and are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost and are suitable for the Company or the Company Subsidiary has made available to Parent true and complete copies of a non-disturbance agreement from the mortgagee of such Leased Real Property purposes for which protects the Company or the Company Subsidiary’s leasehold interest in the property in the event such mortgagee forecloses on the applicable mortgagethey are currently being used.

Properties and Assets. (a) The Company and or a Subsidiary of the Company Subsidiaries have has good and valid marketable title toto or, or in the case of leased property and leased tangible assets, a valid leasehold interests interest in, all of the Company’s and its material real Subsidiaries’ properties and tangible assets. All such material assets and real properties, other than assets and real properties in which including, the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all material Liens, except for Permitted Liens. (b) Since October 1, 2011, neither the Company nor any Company Subsidiary owns or ever owned any real property. (c) Section 3.18(c) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”) involving annual rental payments in excess of $1,000,000, (ii) the address for each such Leased Owned Real Property and (iii) the current rent amounts payable by the Company or any Company Subsidiary related to each such Leased Real Property. Each of the Company and the Company Subsidiaries, as applicable, has good leasehold title to the Leased Real Property, free and clear of all Liens, except those Liens for Taxes not yet due and payable and such other Liens or minor imperfections of title, if any, that do not detract, in any material Liensrespect, other than Permitted Liens. No Person other than from the Company value or a Company Subsidiary has any right (whether by lease, sublease, license or otherwise) to interfere with the present use or occupy all or any portion of the Leased Real Property. (d) The Company affected property or asset. Such properties and the Company Subsidiaries have a valid assets, together with all properties and existing interest in the Leased Real Property, and the Company and the Company Subsidiaries enjoy peaceful and undisturbed possession of the Leased Real Property. The Leased Real Property constitutes all of the real property used assets held by the Company and the Company its Subsidiaries in under leases or licenses, include all tangible and intangible property, assets, Contracts and rights necessary or required for the operation of the business of the Company and its Subsidiaries as presently conducted. (b) Section 3.16(b) of the Company SubsidiariesLetter sets forth a list and brief description of (i) each parcel of real property owned by the Company or any Subsidiary of the Company (the “Company Owned Real Property”) (showing the record title holder, legal description, permanent index number, location, improvements, the uses being made thereof and such Leased any indebtedness secured by a mortgage or other Lien thereon) and (ii) each option held by the Company or any Subsidiary of the Company to acquire any real property. The occupancy and use of the Company Owned Real Property is sufficient Property, as well as the management, maintenance, servicing and operation of the Company Owned Real Property, comply in all material respects with all applicable Laws; and all certificates of occupancy and all other Permits required by applicable Laws for the conduct of the business proper use and operation of the Company Owned Real Property are in full force and effect. The Company and its Subsidiaries have fulfilled and performed in all material respects all of their obligations under each of the Liens to which the Company Subsidiaries as currently conducted. Neither Owned Real Property is subject, and neither the Company nor any of its Subsidiaries is in breach or default under, or in violation of or noncompliance with, any such Liens, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach, default, violation or noncompliance. The consummation of the transactions contemplated by this Agreement will not result in any breach or violation of, default under or noncompliance with, or any forfeiture or impairment of any rights under, any Lien to which the Company Subsidiary has received Owned Real Property is subject, or require any written notice from consent, approval or act of, or the making of any Governmental Entity filing with, any Person party to or benefited by or possessing the power or authority to exercise rights or remedies under or with respect to any such Lien. All public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to the ownershipCompany Owned Real Property, leaseand the Company Owned Real Property has unlimited access to and from publicly dedicated streets, occupancy or use the responsibility for maintenance of which has been accepted by the appropriate Governmental Entity. To the Knowledge of the Company, there are no material defects in the roof, foundation, sprinkler mains, structural, mechanical and HVAC systems and masonry walls in any of the improvements upon the Company Owned Real Property, and no significant repairs thereof are required. Complete and correct copies of any title opinions, surveys and appraisals in the Company’s possession or any policies of title insurance currently in force and in the possession of the Company with respect to each parcel of Company Owned Real Property have previously been made available by the Company to Parent. (c) Section 3.16(c) of the Company Letter sets forth a list and brief description of each lease or similar agreement (showing the parties thereto, annual rental, expiration date, renewal and purchase options, if any, the improvements thereon, the uses being made thereof, and the location and the legal description of the real property covered by such lease or other agreement) under which (i) the Company or any Subsidiary of the Company is lessee of, or holds or operates, any real property owned by any third (the “Company Leased Real Property”) or (ii) the Company or any Subsidiary of the Company is lessor of any of the Company Owned Real Property. Except as set forth in such Section, the Company has the right to quiet enjoyment of all the Company Leased Real Property that materially for the full term of the lease or similar agreement (and adversely affects any renewal option related thereto) relating thereto, and the rights leasehold or other interest of the Company or any Subsidiary of the Company Subsidiary or constitutes a material violation of Laws applicable to in the Company Leased Real PropertyProperty is not subject or subordinate to any Lien, except for Liens for Taxes not yet due and payable. Complete and correct copies of any title opinions, surveys and appraisals in the Company’s possession or any policies of title insurance currently in force and in the possession of the Company with respect to each parcel of Company Leased Real Property have previously been made available by the Company to Parent. (d) Neither the Company whole nor any part of the Company Subsidiary has received written notice of Owned Real Property or the Company Leased Real Property is subject to any Actions in eminent domain, pending suit for condemnation or other similar Actions that are pendingtaking by any Governmental Entity, and, to the Knowledge of the Company, there are no such Actions threatened, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order condemnation or of any pending Action, and, to the Knowledge of the Company, there other taking is no such Order threatened or Action threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Propertycontemplated. (e) For any Leased Real Property encumbered with a mortgage, the Company or the Company Subsidiary has made available to Parent true and complete copies of a non-disturbance agreement from the mortgagee of such Leased Real Property which protects the Company or the Company Subsidiary’s leasehold interest in the property in the event such mortgagee forecloses on the applicable mortgage.

Properties and Assets. (a) The Company and the Company Subsidiaries have have, and immediately following the Effective Time will have, good and valid title to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of its material real properties and tangible assets. All such material assets and real properties, other than assets and real properties in which the Company or any of the Company Subsidiaries has leasehold interests, are free and clear of all material Liens, except for Permitted Liens. (b) Since October 1, 2011, neither Neither the Company nor any Company Subsidiary owns or ever owned any real property. (c) Section 3.18(c) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”) involving annual rental payments in excess of $1,000,000), (ii) the address for each such Leased Real Property and (iii) the current rent amounts payable by the Company or any Company Subsidiary related to each such Leased Real Property. Each of the Company and the Company Subsidiaries, as applicable, has good leasehold title to the Leased Real Property, free and clear of any material Liens, other than Permitted Liens. No Person other than the Company or a Company Subsidiary has any right (whether by lease, sublease, license or otherwise) to use or occupy all or any portion of the Leased Real Property. (d) The Company and the Company Subsidiaries have a valid and existing interest in the Leased Real Property, and the Company and the Company Subsidiaries enjoy peaceful and undisturbed possession of the Leased Real Property. The Leased Real Property constitutes all of the real property used by the Company and the Company Subsidiaries in the operation of the business of the Company and the Company Subsidiaries, and such Leased Real Property is sufficient in all material respects for the conduct of the business of the Company and the Company Subsidiaries as currently conducted. Neither Since January 1, 2015, neither the Company nor any Company Subsidiary has received any written notice from any Governmental Entity with respect to the ownership, lease, occupancy or use of the Leased Real Property that materially and adversely affects the rights of the Company or any Company Subsidiary or constitutes a material violation of Laws applicable to the Leased Real Property. Neither Since January 1, 2015, neither the Company nor any Company Subsidiary has received written notice of any Actions in eminent domain, condemnation or other similar Actions that are pending, and, to the Knowledge of the Company, there are no such Actions threatened, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the Knowledge of the Company, there is no such Order or Action threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Property. (e) For any Leased Real Property encumbered with a mortgage, the Company or the Company Subsidiary has made available to Parent true and complete copies of a non-disturbance agreement from the mortgagee of such Leased Real Property which that protects the Company or the Company Subsidiary’s leasehold interest in the property in the event such mortgagee forecloses on the applicable mortgage.

Properties and Assets. (a) The Except as set forth in the Company Disclosure Schedule, the Company and the Company its Subsidiaries have good and valid title toto all of their respective properties, interests in properties and assets, real and personal, reflected on the Company's Most Recent Balance Sheet or acquired since the Company's Most Recent Balance Sheet Date, or, in the case of leased property properties and leased tangible assets, valid leasehold interests in, all of its material real in such properties and tangible assets. All such material assets and real properties, other than assets and real properties in which the Company or any of the Company Subsidiaries has leasehold interests, are each case free and clear clean of all material Liens, except for Permitted Liens. (b) Since October 1The Company Disclosure Schedule sets forth a true, 2011, neither complete and correct list of each parcel of real property owned or leased by the Company nor or any of its Subsidiaries. All leases for leased real property of the Company Subsidiary owns are in full force and effect, are valid and effective in accordance with their respective terms except where any such failure would not reasonably be expected to have a Company Material Adverse Effect, and there is not, under any of such leases, any existing default or ever owned any real propertyevent of default (or event which with notice or the lapse of time, or both, would constitute a default) that would give rise to a material claim. (c) Section 3.18(c) of the Company Disclosure Schedule sets forthThe facilities, as of the date of this Agreementproperty and equipment owned, (i) a true and complete list of all real property leased, subleased leased or otherwise occupied used by the Company or any Company Subsidiary of its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (collectivelysubject to normal wear and tear), and suitable for the “Leased Real Property”purposes of the manufacture of orthopedic devices. (d) involving annual rental payments in excess of $1,000,000, (ii) the address for each such Leased Real Property and (iii) the current rent amounts payable All tangible assets which are leased by the Company or any Company Subsidiary related to of its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such Leased Real Property. Each lease such that at each such termination of the Company and lease such assets can be returned to their owner without any further material obligation on the Company Subsidiaries, as applicable, has good leasehold title to the Leased Real Property, free and clear of any material Liens, other than Permitted Liens. No Person other than the Company or a Company Subsidiary has any right (whether by lease, sublease, license or otherwise) to use or occupy all or any portion of the Leased Real Property. (d) The Company and the Company Subsidiaries have a valid and existing interest in the Leased Real Property, and the Company and the Company Subsidiaries enjoy peaceful and undisturbed possession of the Leased Real Property. The Leased Real Property constitutes all of the real property used by the Company and the Company Subsidiaries in the operation of the business of the Company and the Company Subsidiaries, and such Leased Real Property is sufficient in all material respects for the conduct of the business of the Company and the Company Subsidiaries as currently conducted. Neither the Company nor any Company Subsidiary has received any written notice from any Governmental Entity with respect to the ownership, lease, occupancy or use of the Leased Real Property that materially and adversely affects the rights part of the Company or any Company Subsidiary or constitutes a material violation of Laws applicable to the Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any Actions in eminent domain, condemnation or other similar Actions that are pending, and, to the Knowledge of the Company, there are no such Actions threatened, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding Order or of any pending Action, and, to the Knowledge of the Company, there is no such Order or Action threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Propertyits Subsidiaries with respect thereto. (e) For any Leased Real Property encumbered with a mortgageAt the Effective Time, the Company or tangible and intangible assets (including leased assets) that will be acquired by the Surviving Corporation as a result of the Merger shall be, when utilized by a labor force substantially similar to that employed by the Company Subsidiary has made available and its Subsidiaries on the date hereof, adequate to Parent true conduct the manufacture and complete copies distribution of a non-disturbance agreement from the mortgagee of such Leased Real Property which protects orthopedic devices as currently conducted by the Company or the Company Subsidiary’s leasehold interest in the property in the event such mortgagee forecloses on the applicable mortgageand its Subsidiaries.