Common use of Properties and Assets Clause in Contracts

Properties and Assets. (a) Except as set forth on Schedule 2.17(a) of the Company Disclosure Schedule, other than properties and assets disposed of by the Company and the Company Subsidiary in the ordinary course of business since the Most Recent Balance Sheet Date, the Company and the Company Subsidiary have good and valid title to all of their respective material properties, interests in properties and assets, real and personal, reflected on the Most Recent Balance Sheet or acquired since the Most Recent Balance Sheet Date, or, in the case of material leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clean of all Liens, except in each case in this Section 2.17(a) as would not reasonably be expected to have a Company Material Adverse Effect. (b) Schedule 2.17(b) of the Company Disclosure Schedule sets forth a complete and correct list of each parcel of real property owned or leased by the Company or the Company Subsidiary (the leases pursuant to which the Company or the Company Subsidiary is a tenant of any such real property being hereinafter referred to as the “Leases”). As of the date of this Agreement, except as would not reasonably be expected to have a Company Material Adverse Effect (i) the Leases are in full force and effect in accordance with their terms, (ii) the Company is not in default of any of its obligations under the Leases and (iii) to the Company’s knowledge, the landlords under the Leases are not in default of the landlords’ obligations under the Leases. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, the facilities, property and equipment owned, leased or otherwise used by the Company or the Company Subsidiary are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear), and suitable for the purposes for which they are presently used. (d) Except as would not reasonably be expected to have a Company Material Adverse Effect, the tangible assets owned or leased by the Company and the Company Subsidiary, together with its intangible assets, are adequate to conduct the business and operations of the Company and the Company Subsidiary as currently conducted.

Properties and Assets. (a) Except as set forth on Schedule 2.17(a) of The Company has good and valid title to, or a valid leasehold interest in, all the Company Disclosure Schedule, other than properties and assets disposed of by which it purports to own or lease (real, tangible, personal and mixed), including all the properties and assets reflected in the Company and Balance Sheet (except for personal property sold since the Company Subsidiary Balance Sheet Date in the ordinary course of business since consistent with past practice). All properties and assets reflected in the Most Recent Company Balance Sheet Date, the Company and the Company Subsidiary have good and valid title to all of their respective material properties, interests in properties and assets, real and personal, reflected on the Most Recent Balance Sheet or acquired since the Most Recent Balance Sheet Date, or, in the case of material leased properties and assets, valid leasehold interests in such properties and assets, in each case are free and clean clear of all Liens, except in each case in this Section 2.17(a) as would not reasonably be expected to have a Company Material Adverse Effect. (b) Schedule 2.17(b) Section 4.20 of the Company Disclosure Schedule sets forth a true, complete and correct list of each parcel of all real property owned owned, leased, subleased or leased licensed by the Company and the location of such premises. All material real property leases, licenses or the Company Subsidiary (the leases pursuant other occupancy agreements to which the Company or is a party (collectively, the “Company Real Property Leases”) are either filed as exhibits to the Company Subsidiary SEC Reports or complete copies thereof have been delivered to or made available to Parent. Section 4.20 of the Company Disclosure Schedule lists all Company Real Property Leases other than the Company Real Property Leases that are listed as an exhibit to the Company 10-K or a subsequent quarterly report on Form 10-Q. (i) All Company Real Property Leases are in full force and effect (except as such enforceability may be subject to Laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of Law governing specific performance, injunctive relief or other equitable remedies), (ii) there is no existing default by the Company under any of the Company Real Property Leases, except such defaults as have been waived in writing, (iii) no event has occurred with respect to the Company which, with notice or lapse of time or both, would constitute a tenant default of any such real property being hereinafter referred to as the “Leases”). As of the date Company Real Property Leases, and (iv) to the Company’s Knowledge, there are no defaults of this Agreementany obligations of any party other than the Company under any Company Real Property Lease, except in the cases of clauses (i) through (iv) for such defaults as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect (i) the Leases are in full force and effect in accordance with their terms, (ii) the Company is not in default of any of its obligations under the Leases and (iii) to on the Company’s knowledge, the landlords under the Leases are not in default of the landlords’ obligations under the Leases. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, the facilities, property and equipment owned, leased or otherwise used by the Company or the Company Subsidiary are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear), and suitable for the purposes for which they are presently used. (d) Except as would not reasonably be expected to have a Company Material Adverse Effect, the tangible assets owned or leased by the Company and the Company Subsidiary, together with its intangible assets, are adequate to conduct the business and operations of the Company and the Company Subsidiary as currently conducted.

Properties and Assets. (a) Except as set forth on Schedule 2.17(a) of the Company Disclosure Schedule, other than properties and assets disposed of by the The Company and the Company Subsidiary in the ordinary course of business since the Most Recent Balance Sheet Date, the Company and the Company Subsidiary its Subsidiaries have good and valid title to all of their respective material properties, interests in properties and assets, real and personal, reflected on the Most Recent Balance Sheet or acquired since the Most Recent Balance Sheet Date, or, in the case of material leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clean of all Liens, except in each case in this Section 2.17(a3.17(a) as would not reasonably be expected to have a Company Material Adverse Effect. (b) Schedule 2.17(bSection 3.17(b) of the Company Disclosure Schedule sets forth a complete and correct list of each parcel of real property owned or leased by the Company or any of its Subsidiaries (the Company Subsidiary (“Leased Facilities),” with the leases pursuant to which the Company or the Company Subsidiary any of its Subsidiaries is a tenant of any such real property Leased Facility being hereinafter referred to as the “Leases”). Section 3.17(b) of the Company Disclosure Schedule also sets forth a complete and correct summary of all the Lease Facility Liability as of the date hereof. As of the date of this Agreement, except as would not reasonably be expected to have a Company Material Adverse Effect (i) the Leases are in full force and effect in accordance with their terms, (ii) the Company is not in default of any of its obligations under the Leases and (iii) to the Company’s knowledge, the landlords under the Leases are not in default of the landlords’ obligations under the Leases. The Company has not been in default of any of its obligations under any Lease on more than three occasions in the twelve months preceding the date of this Agreement. The Company and its Subsidiaries have the right to assign the Leases to the Surviving Corporation and to allow the Parent and its Subsidiaries to occupy the Leased Facilities. At the Effective Date, the premises to be conveyed or leased by the Surviving Corporation following the Closing pursuant to the Leases shall be free and clear of all subtenants and occupants other than the Surviving Corporation’s employees. Neither the Company nor any of its Subsidiaries has granted to any Person any options or encumbrances on the Leased Facilities, which would allow such Person to interfere with or limit the Surviving Corporation’s rights in the Leased Facilities during the term thereof and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under any of the Leases. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, the facilities, all personal property and equipment owned, leased or otherwise used by the Company or the Company Subsidiary any of its Subsidiaries (i) are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear), (ii) comply with the applicable Leases and with all applicable Laws in all material respects, and (iii) are suitable for the purposes for which they are presently used.. 20 (d) Except as would not reasonably be expected To the Company’s knowledge, there is no condemnation, expropriation or appropriation proceeding pending or threatened against any Leased Facility or any of the improvements thereon. (e) True and correct copies of the documents under which the Leased Facilities are leased or subleased to have a Company Material Adverse Effect, the tangible assets owned or leased utilized and/or operated by the Company and its Subsidiaries (the Company Subsidiary, together with its intangible assets, “Lease Documents”) have heretofore been delivered or made available to Parent. The Lease Documents are adequate to conduct the business unmodified and operations of the Company in full force and the Company Subsidiary as currently conductedeffect.

Properties and Assets. (a) Except as set forth on Schedule 2.17(a) of the Company Disclosure Schedule, other than properties and assets disposed of by the The Company and the Company Subsidiary in the ordinary course of business since the Most Recent Balance Sheet Date, the Company and the Company Subsidiary its Subsidiaries have good and valid title to all of their respective material properties, interests in properties and assets, real and personal, reflected on the Most Recent Balance Sheet or acquired since the Most Recent Balance Sheet Date, or, in the case of material leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clean of all Liens, except in each case in this Section 2.17(a3.17(a) as would not reasonably be expected to have a Company Material Adverse Effect. (b) Schedule 2.17(bSection 3.17(b) of the Company Disclosure Schedule sets forth a complete and correct list of each parcel of real property owned or leased by the Company or any of its Subsidiaries (the Company Subsidiary (“Leased Facilities),” with the leases pursuant to which the Company or the Company Subsidiary any of its Subsidiaries is a tenant of any such real property Leased Facility being hereinafter referred to as the “Leases”). Section 3.17(b) of the Company Disclosure Schedule also sets forth a complete and correct summary of all the Lease Facility Liability as of the date hereof. As of the date of this Agreement, except as would not reasonably be expected to have a Company Material Adverse Effect (i) the Leases are in full force and effect in accordance with their terms, (ii) the Company is not in default of any of its obligations under the Leases and (iii) to the Company’s knowledge, the landlords under the Leases are not in default of the landlords’ obligations under the Leases. The Company has not been in default of any of its obligations under any Lease on more than three occasions in the twelve months preceding the date of this Agreement. The Company and its Subsidiaries have the right to assign the Leases to the Surviving Corporation and to allow the Parent and its Subsidiaries to occupy the Leased Facilities. At the Effective Date, the premises to be conveyed or leased by the Surviving Corporation following the Closing pursuant to the Leases shall be free and clear of all subtenants and occupants other than the Surviving Corporation’s employees. Neither the Company nor any of its Subsidiaries has granted to any Person any options or encumbrances on the Leased Facilities, which would allow such Person to interfere with or limit the Surviving Corporation’s rights in the Leased Facilities during the term thereof and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under any of the Leases. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, the facilities, all personal property and equipment owned, leased or otherwise used by the Company or the Company Subsidiary any of its Subsidiaries (i) are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear), (ii) comply with the applicable Leases and with all applicable Laws in all material respects, and (iii) are suitable for the purposes for which they are presently used. (d) Except as would not reasonably be expected To the Company’s knowledge, there is no condemnation, expropriation or appropriation proceeding pending or threatened against any Leased Facility or any of the improvements thereon. (e) True and correct copies of the documents under which the Leased Facilities are leased or subleased to have a Company Material Adverse Effect, the tangible assets owned or leased utilized and/or operated by the Company and its Subsidiaries (the Company Subsidiary, together with its intangible assets, “Lease Documents”) have heretofore been delivered or made available to Parent. The Lease Documents are adequate to conduct the business unmodified and operations of the Company in full force and the Company Subsidiary as currently conductedeffect.

Properties and Assets. (a) Except as set forth on Schedule 2.17(a) To the knowledge of the Company Disclosure Schedule, other than properties and assets disposed of by the Company and the Company Subsidiary in the ordinary course of business since the Most Recent Balance Sheet DateCompany, the Company and the Company Subsidiary its subsidiaries have good and valid title to to, or, in the case of leased properties and assets, valid leasehold interests in, all of their respective material properties, interests in tangible properties and assets, real and personal, reflected used or held for use in their businesses located on their premises or shown on the Most Recent Balance Sheet consolidated balance sheet of the Company and its subsidiaries as of September 30, 2006 or acquired since the Most Recent Balance Sheet Datethereafter, or, in the case of material leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clean clear of all any Liens, except in each case in this Section 2.17(a(i) as set forth in the Company Disclosure Schedule, (ii) Liens for taxes not yet due and payable for which adequate reserves, as applicable, have been established in the Company’s financial statements in accordance with United States generally accepted accounting principles, and (iii) Liens which do not, individually or in the aggregate, materially interfere with or materially impair the conduct of the business of the Company or any of its subsidiaries. Neither the Company nor any of its subsidiaries owns any real property, except as set forth in the Company Disclosure Schedule. The real property listed in the Company Disclosure Schedule constitutes all of the real property owned, used or occupied by the Company or any of its subsidiaries as of the date hereof. The Company’s and each of its subsidiaries’ buildings, equipment and other tangible assets are in good operating condition (normal wear and tear excepted) and are fit for use in the ordinary course of their respective business in all material respects. All leases pursuant to which the Company or any of its subsidiaries lease from others material amounts of real property are in good standing, valid and effective in accordance with their respective terms, and there is not under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default), except where the lack of such good standing, validity and effectiveness or the existence of such default or event of default would not reasonably be expected to have a Company Material Adverse Effect. (b) Schedule 2.17(b) of the Company Disclosure Schedule sets forth a complete and correct list of each parcel of real property owned or leased by the Company or the Company Subsidiary (the leases pursuant to which the Company or the Company Subsidiary is a tenant of any such real property being hereinafter referred to as the “Leases”). As of the date of this Agreement, except as would not reasonably be expected to have a Company Material Adverse Effect (i) the Leases are in full force and effect in accordance with their terms, (ii) the Company is not in default of any of its obligations under the Leases and (iii) to the Company’s knowledge, the landlords under the Leases are not in default of the landlords’ obligations under the Leases. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, the facilities, property and equipment owned, leased or otherwise used by the Company or the Company Subsidiary are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear), and suitable for the purposes for which they are presently used. (d) Except as would not reasonably be expected to have a Company Material Adverse Effect, the tangible assets owned or leased by the Company and the Company Subsidiary, together with its intangible assets, are adequate to conduct the business and operations of the Company and the Company Subsidiary as currently conducted.

Properties and Assets. (a) Except as set forth on Schedule 2.17(a) of the Company Disclosure Schedule, other Other than properties and assets disposed of by the Company and the Company Subsidiary its Subsidiaries in the ordinary course of business since the Most Recent Balance Sheet Date, the Company and the Company Subsidiary its Subsidiaries have good and valid title to all of their respective material properties, interests in properties and assets, real and personal, reflected on the Most Recent Balance Sheet or acquired since the Most Recent Balance Sheet Date, or, in the case of material leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clean of all Liens, except in each case in this Section 2.17(a) as would not reasonably be expected to have a Company Material Adverse Effect. (b) Schedule Section 2.17(b) of the Company Disclosure Schedule sets forth a complete and correct list of each parcel of real property ever owned or leased by the Company or any of its Subsidiaries as of the date of this Agreement and material to the conduct of the business of the Company Subsidiary and its Subsidiaries, taken as a whole (the material leases pursuant to which the Company or the Company Subsidiary any of its Subsidiaries is a tenant of any such real property being hereinafter referred to as the “Leases”). As of the date of this Agreement, except as would not reasonably be expected to have a Company Material Adverse Effect (i) the Leases are in full force and effect in accordance with their terms, ; (ii) the Company is not in default of any of its obligations under the Leases Leases; and (iii) to the knowledge of the Company’s knowledge, the landlords under the Leases are not in default of the landlords’ obligations under the Leases. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, the facilities, property and equipment owned, leased or otherwise used by the Company or the Company Subsidiary any of its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear war and tear), and suitable for the purposes for which they are presently used. (d) Except as would not reasonably be expected to have a Company Material Adverse Effect, the tangible assets owned or leased by the Company and the Company Subsidiary, together with its intangible assets, are adequate to conduct the business and operations of the Company and the Company Subsidiary as currently conducted.

Properties and Assets. (a) Except as set forth on Schedule 2.17(a) of the Company Disclosure Schedule, other than properties and assets disposed of by the The Company and the Company Subsidiary in the ordinary course of business since the Most Recent Balance Sheet Date, the Company and the Company Subsidiary its Subsidiaries have good and valid title to all of their respective material properties, interests in properties and assets, real and personal, reflected on the Most Recent Balance Sheet or acquired since the Most Recent Balance Sheet Date, or, in the case of material leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clean of all Liens, except in each case in this Section 2.17(a) as would not reasonably be expected to have a Company Material Adverse Effect. (ba) Schedule 2.17(bSection 2.17(a) of the Company Disclosure Schedule Letter sets forth a true, complete and correct list of each parcel of real property ever owned or leased by the Company or the Company Subsidiary any of its Subsidiaries (the leases pursuant to which the Company or the Company Subsidiary any of its Subsidiaries is a tenant of any such real property being hereinafter referred to as the “LeasesLease”). As of the date of this Agreement, except as would not reasonably be expected to have a Company Material Adverse Effect (i) the Leases are in full force and effect in accordance with their terms, (ii) the . The Company is not in default of any of its obligations under the Leases and (iii) to Leases. To the Company’s knowledge, the landlords under the Leases are not in default of the landlords’ obligations under the Leases. (cb) Except as would not reasonably be expected to have a Company Material Adverse Effect, the The facilities, property and equipment owned, leased or otherwise used by the Company or the Company Subsidiary any of its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear war and tear), and suitable for the purposes for which they are presently used. (dc) Except as would not reasonably be expected to have a Company Material Adverse EffectFrom and after the Closing, the tangible assets owned or leased by the Company and the Company SubsidiarySurviving Corporation, together with its intangible assets, assets are adequate to conduct the business and operations of the Company and the Company Subsidiary its Subsidiaries as currently conducted.

Properties and Assets. (a) Except as set forth on Schedule 2.17(a) of the Company Disclosure Schedule, other than properties and assets disposed of by the Company and the Company Subsidiary in the ordinary course of business since the Most Recent Balance Sheet Date, the Company and the Company Subsidiary have good and valid title to all of their respective material properties, interests in properties and assets, real and personal, reflected on the Most Recent Balance Sheet or acquired since the Most Recent Balance Sheet Date, or, in the case of material leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clean of all Liens, except in each case in this Section 2.17(a) as would not reasonably be expected to have a Company Material Adverse Effect. (b) Schedule 2.17(b) of the Company Disclosure Schedule sets forth a complete and correct list of each parcel of real property owned or leased by the Company or the Company Subsidiary (the leases pursuant to which the Company or the Company Subsidiary is a tenant of any such real property being hereinafter referred to as the “"Leases”"). As of the date of this Agreement, except as would not reasonably be expected to have a Company Material Adverse Effect (i) the Leases are in full force and effect in accordance with their terms, (ii) the Company is not in default of any of its obligations under the Leases and (iii) to the Company’s 's knowledge, the landlords under the Leases are not in default of the landlords’ ' obligations under the Leases. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, the facilities, property and equipment owned, leased or otherwise used by the Company or the Company Subsidiary are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear), and suitable for the purposes for which they are presently used. (d) Except as would not reasonably be expected to have a Company Material Adverse Effect, the tangible assets owned or leased by the Company and the Company Subsidiary, together with its intangible assets, are adequate to conduct the business and operations of the Company and the Company Subsidiary as currently conducted.

Properties and Assets. (a) Except as set forth on Schedule 2.17(ain Section 3.16(a) of the Company Disclosure Schedule, other than properties and assets disposed of by (i) the Company and the Company Subsidiary in the ordinary course Subsidiaries of business since the Most Recent Balance Sheet Date, the Company and the Company Subsidiary have good and valid title to all of their respective material properties, interests in properties and assets, real and personal, reflected on the Most Recent Balance Sheet or acquired since the Most Recent Balance Sheet Dateto, or, in the case of material leased properties and assets, valid leasehold interests in such in, all of their tangible properties and assets, assets (in each case case, having a fair market value in excess of $25,000), real and personal, used or held for use in their businesses as currently conducted or shown on the most recent consolidated balance sheet of the Company included in the Company SEC Documents prior to the date hereof or acquired thereafter (except for properties and assets disposed of in the ordinary course of business consistent with past practice after the date of such balance sheet), free and clean clear of all any Liens, except Permitted Liens and Aircraft Liens, (ii) the assets, rights and properties of the Company and its Subsidiaries, taken as a whole, constitute all of the assets, rights and properties which are currently used by the Company and its Subsidiaries in the operation of their businesses or necessary to conduct their businesses and operations as currently conducted and (iii) all of the property, plant and equipment of the Company and each case of its Subsidiaries has been maintained in this Section 2.17(a) reasonable operating condition and repair, ordinary wear and tear excepted, and is sufficient to permit the Company and its Subsidiaries to conduct their operations as would not reasonably be expected to have a Company Material Adverse Effectcurrently conducted. (b) Schedule 2.17(bSection 3.16(b) of the Company Disclosure Schedule sets forth a complete and correct list and legal description of each parcel of all real property owned or leased in fee by the Company or any Subsidiary of the Company Subsidiary (the leases pursuant to which the Company or the Company Subsidiary is a tenant of any such real property being hereinafter referred to as collectively, the “LeasesOwned Real Property”). As Except as set forth in Section 3.16(a) of the date Company Disclosure Schedule, neither the Company nor any Subsidiary of this Agreement, except as would not reasonably be expected to have a Company Material Adverse Effect (i) the Leases are in full force and effect in accordance with their terms, (ii) the Company is not in default obligated under, or a party to, any option, right of first refusal or other contractual right to sell, assign or dispose of any of its obligations under the Leases and (iii) to the Company’s knowledge, the landlords under the Leases are not in default of the landlords’ obligations under the Leases. (c) Owned Real Property or any portion thereof. Except as would not reasonably be expected to have a Company Material Adverse Effect, the facilitiesobligations of the Company and the Subsidiaries of the Company with regard to all applicable covenants, property easements and equipment owned, leased or otherwise used restrictions affecting the Owned Real Property have been and are being performed in a proper and timely manner by the Company or a Subsidiary of the Company Subsidiary are in a good state of maintenance and repairCompany, free from material defects and in good operating condition (subject to normal wear and tear), and suitable for the purposes for which they are presently usedas applicable. (dc) Except Section 3.16(c) of the Company Disclosure Schedule sets forth a complete and correct list of all material real property leased, subleased or licensed by the Company or any Subsidiary of the Company (collectively, the “Leased Real Property” and together with the Owned Real Property, the “Real Property”). The Company has heretofore made available to Merger Sub true and complete copies of all leases, subleases, licenses and other agreements under which the Company and/or any Subsidiary of the Company uses or occupies or has the right to use or occupy, now or in the future, any Leased Real Property, including all modifications, amendments and supplements thereto (collectively, the “Real Property Leases”). With respect to the Leased Real Property, except as disclosed in Section 3.16(c) of the Company Disclosure Schedule or as would not reasonably be expected to have a Company Material Adverse Effect, the tangible assets owned or leased by : (i) the Company and or the applicable Subsidiary of the Company Subsidiaryenjoys peaceful and undisturbed possession of the premises leased pursuant to each Real Property Lease; (ii) with respect to any Real Property Leases that were assigned (or deemed assigned pursuant to the terms of such Real Property Lease) or subleased to the Company or any Subsidiary of the Company by a third party, together all consents to such assignments (or deemed assignments) or subleases have been obtained which were required with respect to such assignments (or deemed assignments) or subleases; (iii) the current use of the premises leased, subleased or licensed under each Real Property Lease complies with the terms of such Real Property Lease; (iv) no Real Property Lease has been assigned, mortgaged, hypothecated or otherwise encumbered; and (v) neither the Company nor any Subsidiary of the Company has, nor, to the Company’s knowledge, has any other party thereto (including the lessor or sublessor thereunder) waived any terms or conditions of any Real Property Lease. (d) With respect to each parcel of Owned Real Property: (i) there are no pending or, to the knowledge of the Company, threatened hearings, investigations, reviews, claims, actions, suits or proceedings relating to any such parcel or other matters affecting materially adversely the current use, occupancy or value thereof; (ii) the ownership and operation of the Owned Real Property in the manner in which it is now owned and operated comply in all material respects with all zoning, building, use, safety or other similar statutes, ordinances or regulations of any Governmental Entity; and (iii) neither the Company nor any of its intangible assetsSubsidiaries has received any notice of any material special Tax, levy or assessment for benefits or betterments that affect any Owned Real Property and, to the knowledge of the Company, no such material special Taxes, levies or assessments are adequate to conduct pending or contemplated. The Real Property comprises all of the business and operations material real property used in the businesses of the Company and its Subsidiaries. (e) Section 3.16(e) of the Company Disclosure Schedule sets forth a true, correct and complete list of each material lease, sublease, license or other agreement executed by the Company or any Subsidiary as currently conductedof the Company granting to any third party a right to the use, occupancy or enjoyment of any Real Property or any portion thereof (the “Real Property Subleases”). The Company has heretofore made available to Merger Sub true and complete copies of all Real Property Subleases (including all amendments, modifications, supplements, and extensions thereof).

Properties and Assets. (a) Except as set forth on Schedule 2.17(a) of the Company Disclosure Schedule, other Other than properties and assets disposed of by the Company and the Company Subsidiary its Subsidiaries in the ordinary course of business since the Most Recent Balance Sheet Date, the Company and the Company Subsidiary its Subsidiaries have good and valid title to all of their respective material properties, interests in properties and assets, real and personal, reflected on the Most Recent Balance Sheet or acquired since the Most Recent Balance Sheet Date, or, in the case of material leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clean of all Liens, except in each case in this Section 2.17(a3.17(a) as would not reasonably be expected to have a Company Material Adverse Effect. (b) Schedule 2.17(bSection 3.17(b) of the Company Disclosure Schedule sets forth a complete and correct list of each parcel of real property owned or leased by the Company or any of its Subsidiaries as of the date of this Agreement and material to the conduct of the business of the Company Subsidiary and its Subsidiaries, taken as a whole (the material leases pursuant to which the Company or the Company Subsidiary any of its Subsidiaries is a tenant of any such real property being hereinafter referred to as the “Leases”). As of the date of this Agreement, except as would not reasonably be expected to have a Company Material Adverse Effect Agreement (i) the Leases are in full force and effect in accordance with their terms, ; (ii) the Company is not in default of any of its obligations under the Leases and (iii) to the knowledge of the Company’s knowledge, the landlords under the Leases are not in default of the landlords’ obligations under the Leases. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, the The facilities, property and equipment owned, leased or otherwise used by the Company or the Company Subsidiary any of its Subsidiaries are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear), and suitable for the purposes for which they are presently used. (d) Except as would not reasonably be expected to have a Company Material Adverse Effect, the tangible assets owned or leased by the Company and the Company Subsidiary, together with its intangible assets, are adequate to conduct the business and operations of the Company and the Company Subsidiary as currently conducted.