Common use of Properties; Encumbrances Clause in Contracts

Properties; Encumbrances. (a) Section 3.16(a)(i) of the Company Disclosure Schedule sets forth a true, complete and correct list of all real property owned, leased or subleased by the Company and each of its Subsidiaries (the “Real Property”) and the location of such properties, and indicating on such schedule whether such property is owned, leased or subleased. Section 3.16(a)(ii) of the Company Disclosure Schedule sets forth a true, complete and correct list of all real property owned, leased or subleased which is (x) material to the operation of the business of the Company and its Subsidiaries or (y) required to be disclosed pursuant to Item 102 of Regulation S-K under the Securities Act (the “Material Real Property”). (b) The Company and each of its Subsidiaries has good and valid title to, or a valid leasehold interest in, all of the Real Property which it purports to own, lease or sublease. All of the Real Property is free and clear of all Liens, except for (i) Liens reflected on the Balance Sheet, (ii) Liens for current Taxes not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings, (iii) statutory Liens in favor of builders, mechanics, warehousemen, repairmen, workmen, materialmen and contractors not yet due and payable or are being contested in good faith by appropriate proceedings, (iv) Liens securing indebtedness of the Company which will be retired in connection with the transactions contemplated hereby, and (v) other Liens that do not materially detract from the value or impair the use of the property or assets subject thereto. (c) True and complete copies of all Real Property leases or other occupancy agreements to which the Company or any of its Subsidiaries is a party which either (i) relates to Material Real Property, (ii) has a remaining term of more than one (1) year from the date hereof and (A) cannot be unilaterally terminated by the Company at any time, without material penalty, within thirty (30) days of providing notice of termination, and (B) involves the rental payment or receipt of rent in excess of $5.0 million in any year, or (iii) involves the aggregate rental payment or receipt of rent in excess of $10.0 million (collectively, the “Material Real Property Leases”), have been delivered to or made available to Parent and Purchaser. As of the date of this Agreement, (u) all Material 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); (v) there is no existing material breach or violation of or default by the Company or any of its Subsidiaries under any of the Material Real Property Leases; (w) no event has occurred with respect to the Company or any of its Subsidiaries which, with notice or lapse of time or both, would constitute a material breach, violation or default of any of the Material Real Property Leases; (x) to the Company’s Knowledge, there are no material breaches, defaults or violations of any obligations of the landlord under any Material Real Property Lease; (y) to the Company’s Knowledge, no Person other than the Company and its applicable Subsidiaries has any right (whether by lease, sublease or otherwise) to use or occupy all or any portion of the Real Property; and (z) to the Company’s Knowledge there are no eminent domain, condemnation or other similar actions or proceedings pending or threatened with respect to any of the Real Properties by any Governmental Entity having jurisdiction over any such Real Properties.

Properties; Encumbrances. (a) Section 3.16(a)(i) Parent has good and valid title to, or a valid leasehold interest in, all the properties and assets which it purports to own or lease (real, tangible, personal and mixed), including all the properties and assets reflected in the Parent Balance Sheet (except for personal property sold since the date of the Company Parent Balance Sheet in the ordinary course of business consistent with past practice). All properties and assets reflected in the Parent Balance Sheet are free and clear of all Liens, except for Liens reflected on the Parent Balance Sheet and Liens for current taxes not yet due and other Liens that do not materially impair the use or operation of the property or assets subject thereto. (b) Section 5.15 of the Parent Disclosure Schedule sets forth a true, complete and correct list of all real property owned, leased leased, subleased or subleased licensed by the Company and each of its Subsidiaries (the “Real Property”) Parent and the location of such properties, and indicating on such schedule whether such property is owned, leased or subleasedpremises. Section 3.16(a)(ii) of the Company Disclosure Schedule sets forth a true, complete and correct list of all All material real property ownedleases, leased or subleased which is (x) material to the operation of the business of the Company and its Subsidiaries or (y) required to be disclosed pursuant to Item 102 of Regulation S-K under the Securities Act (the “Material Real Property”). (b) The Company and each of its Subsidiaries has good and valid title to, or a valid leasehold interest in, all of the Real Property which it purports to own, lease or sublease. All of the Real Property is free and clear of all Liens, except for (i) Liens reflected on the Balance Sheet, (ii) Liens for current Taxes not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings, (iii) statutory Liens in favor of builders, mechanics, warehousemen, repairmen, workmen, materialmen and contractors not yet due and payable or are being contested in good faith by appropriate proceedings, (iv) Liens securing indebtedness of the Company which will be retired in connection with the transactions contemplated hereby, and (v) other Liens that do not materially detract from the value or impair the use of the property or assets subject thereto. (c) True and complete copies of all Real Property leases licenses or other occupancy agreements to which the Company or any of its Subsidiaries Parent is a party which either (i) relates to Material Real Property, (ii) has a remaining term of more than one (1) year from the date hereof and (A) cannot be unilaterally terminated by the Company at any time, without material penalty, within thirty (30) days of providing notice of termination, and (B) involves the rental payment or receipt of rent in excess of $5.0 million in any year, or (iii) involves the aggregate rental payment or receipt of rent in excess of $10.0 million (collectively, the “Material "Parent Real Property Leases”), ") are either filed as exhibits to the Parent SEC Reports or complete copies thereof have been delivered to or made available to the Company. Section 5.15 of the Parent and Purchaser. Disclosure Schedule lists all Parent Real Property Leases other than the Parent Real Property Leases which are listed as an exhibit to Parent's most recent annual report on Form 10-K or a subsequent quarterly report on Form 10-Q. (c) As of the date of this Agreement, (ui) all Material Parent Real Property Leases are in full force and effect (except as such enforceability may be subject to laws Laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law Law governing specific performance, injunctive relief or other equitable remedies); , (vii) there is no existing material breach or violation of or default by the Company or any of its Subsidiaries Parent under any of the Material Parent Real Property Leases; , except such defaults as have been waived in writing, (wiii) no event has occurred with respect to the Company or any of its Subsidiaries Parent which, with notice or lapse of time or both, would constitute a material breach, violation or default of any of the Material Parent Real Property Leases; , and (xiv) to the Company’s KnowledgeParent's knowledge, there are no material breaches, defaults or violations of any material obligations of the landlord any party other than Parent under any Material Parent Real Property Lease; (y) to the Company’s Knowledge, no Person other than the Company and its applicable Subsidiaries has any right (whether by lease, sublease or otherwise) to use or occupy all or any portion of the Real Property; and (z) to the Company’s Knowledge there are no eminent domain, condemnation or other similar actions or proceedings pending or threatened with respect to any of the Real Properties by any Governmental Entity having jurisdiction over any such Real Properties.

Properties; Encumbrances. (a) Parent has good and valid title to, or a valid leasehold interest in, all the properties and assets which it purports to own or lease (real, tangible, personal and mixed), including all the properties and assets reflected in the Parent Balance Sheet (except for personal property sold since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practice). All Parent Real Property (as defined below) and all assets reflected in the Parent Balance Sheet are free and clear of all Liens, except for (i) Liens reflected on the Parent Balance Sheet, which Liens do not materially impair the use, value or operation of the property or assets subject thereto, (ii) Liens for current taxes not yet due and payable and (iii) any other Liens that do not materially impair the use, value or operation of the property or assets subject thereto. (b) Section 3.16(a)(i4.15(b) of the Company Parent Disclosure Schedule sets forth a true, complete and correct list of all real property owned, leased leased, subleased or subleased licensed by the Company and each of its Subsidiaries (the “Real Property”) Parent and the location of such properties, and indicating on such schedule whether such property is owned, leased or subleasedpremises (the “Parent Real Property”). Section 3.16(a)(ii) The Parent Real Property includes all of the Company Disclosure Schedule sets forth a true, complete and correct list of all real property ownedused in connection with, leased held for use in connection with, or subleased which is (x) material to necessary for the operation of the business businesses of the Company and its Subsidiaries or (y) required to be disclosed pursuant to Item 102 of Regulation S-K under the Securities Act (the “Material Real Property”). (b) The Company and each of its Subsidiaries has good and valid title to, or a valid leasehold interest in, all of the Real Property which it purports to own, lease or subleaseParent. All of the Real Property is free and clear of all Liens, except for (i) Liens reflected on the Balance Sheet, (ii) Liens for current Taxes not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings, (iii) statutory Liens in favor of builders, mechanics, warehousemen, repairmen, workmen, materialmen and contractors not yet due and payable or are being contested in good faith by appropriate proceedings, (iv) Liens securing indebtedness of the Company which will be retired in connection with the transactions contemplated hereby, and (v) other Liens that do not materially detract from the value or impair the use of the property or assets subject thereto. (c) True and complete copies of all Real Property leases material real property leases, licenses or other occupancy agreements to which the Company or any of its Subsidiaries Parent is a party which either (i) relates to Material Real Property, (ii) has a remaining term of more than one (1) year from the date hereof and (A) cannot be unilaterally terminated by the Company at any time, without material penalty, within thirty (30) days of providing notice of termination, and (B) involves the rental payment or receipt of rent in excess of $5.0 million in any year, or (iii) involves the aggregate rental payment or receipt of rent in excess of $10.0 million (collectively, the “Material Parent Real Property Leases”), ) have been delivered to or made available to Parent and Purchaser. As of the Company prior to the date of this Agreement, hereof (uc) all Material All Parent Real Property Leases are in full force and effect (except as such enforceability may be subject to laws Laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law Law governing specific performance, injunctive relief or other equitable remedies); (v) there . There is no existing material breach or violation of or default by the Company or any of its Subsidiaries Parent under any of the Material Parent Real Property Leases; (w, except for the defaults set forth in Section 4.15(c) no of the Company Disclosure Schedule, each of which has been waived in writing. No event has occurred with respect to the Company or any of its Subsidiaries Parent which, with notice or lapse of time or both, would constitute a material breach, violation or default of any of the Material Parent Real Property Leases; (x) to the Company. To Parent’s Knowledgeknowledge, there are no material breaches, defaults or violations of any material obligations of the landlord any party other than Parent under any Material Parent Real Property Lease; (y) to the Company’s Knowledge, no Person other than the Company and its applicable Subsidiaries has any right (whether by lease, sublease or otherwise) to use or occupy all or any portion of the Real Property; and (z) to the Company’s Knowledge there are no eminent domain, condemnation or other similar actions or proceedings pending or threatened with respect to any of the Real Properties by any Governmental Entity having jurisdiction over any such Real Properties.

Properties; Encumbrances. (a) Section 3.16(a)(i) of the Company Disclosure Schedule sets forth a true, complete and correct list of all real property owned, leased or subleased by the Company and each of its Subsidiaries (the “Real Property”) and the location of such properties, and indicating on such schedule whether such property is owned, leased or subleased. Section 3.16(a)(ii) of the Company Disclosure Schedule sets forth a true, complete and correct list of all real property owned, leased or subleased which is (x) material to the operation of the business of the Company and its Subsidiaries or (y) required to be disclosed pursuant to Item 102 of Regulation S-K under the Securities Act (the “Material Real Property”). (b) The Company Parent and each of its Subsidiaries has good and valid title to, or a valid leasehold interest in, all of the Real Property properties and assets which it purports to ownown or lease (real, lease or subleasetangible, personal and mixed), including all the properties and assets reflected in the Parent Balance Sheet (except for personal property sold since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practice). All of properties and assets reflected in the Real Property is Parent Balance Sheet are free and clear of all Liens, except for (i) Liens reflected on the Parent Balance Sheet, (ii) Sheet and Liens for current Taxes taxes not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings, (iii) statutory Liens in favor of builders, mechanics, warehousemen, repairmen, workmen, materialmen and contractors not yet due and payable or are being contested in good faith by appropriate proceedings, (iv) Liens securing indebtedness of the Company which will be retired in connection with the transactions contemplated hereby, and (v) other Liens that do not materially detract from the value or impair the use of the property or assets subject thereto. (c) True and complete copies of all Real Property leases . All material real property leases, licenses or other occupancy agreements to which the Company Parent or any of its Subsidiaries is a party which either (i) relates to Material Real Property, (ii) has a remaining term of more than one (1) year from the date hereof and (A) cannot be unilaterally terminated by the Company at any time, without material penalty, within thirty (30) days of providing notice of termination, and (B) involves the rental payment or receipt of rent in excess of $5.0 million in any year, or (iii) involves the aggregate rental payment or receipt of rent in excess of $10.0 million (collectively, the “Material "Parent Real Property Leases”), ") are either filed as exhibits to the Parent SEC Reports or complete copies thereof have been delivered to or made available to Parent and Purchaserthe Company. As of the date of this Agreement, (ui) all Material Parent 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); (vii) there is no existing material breach or violation of or default by the Company or any of its Subsidiaries Parent under any of the Material Parent Real Property Leases; (wiii) no event has occurred with respect to the Company or any of its Subsidiaries Parent which, with notice or lapse of time or both, would constitute a material breach, violation or default of any of the Material Parent Real Property Leases; and (xiv) to the Company’s Parent's Knowledge, there are no material breaches, defaults or violations of any obligations of the landlord under any Material Parent Real Property Lease; (y) to the Company’s Knowledge, no Person other than the Company and its applicable Subsidiaries has any right (whether by lease, sublease or otherwise) to use or occupy all or any portion of the Real Property; and (z) to the Company’s Knowledge there are no eminent domain, condemnation or other similar actions or proceedings pending or threatened with respect to any of the Real Properties by any Governmental Entity having jurisdiction over any such Real Properties.

Properties; Encumbrances. (a) Section 3.16(a)(i) Each of the Company Disclosure Schedule sets forth a true, complete and correct list of all real property owned, leased or subleased by the Company and each of its Subsidiaries (the “Real Property”) and the location of such properties, and indicating on such schedule whether such property is owned, leased or subleased. Section 3.16(a)(ii) of the Company Disclosure Schedule sets forth a true, complete and correct list of all real property owned, leased or subleased which is (x) material to the operation of the business of the Company and its Subsidiaries or (y) required to be disclosed pursuant to Item 102 of Regulation S-K under the Securities Act (the “Material Real Property”). (b) The Company and each of its Subsidiaries has good and valid title to, or a valid leasehold interest in, all of the Real Property properties and assets which it purports to ownown or lease (real, lease or subleasetangible, personal and mixed), including all the properties and assets reflected in the Company Balance Sheet (except for personal property sold since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice). All of properties and assets reflected in the Real Property is Company Balance Sheet are free and clear of all Liens, except for (i) Liens reflected on the Company Balance Sheet, (ii) Sheet and Liens for current Taxes taxes not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings, (iii) statutory Liens in favor of builders, mechanics, warehousemen, repairmen, workmen, materialmen and contractors not yet due and payable or are being contested in good faith by appropriate proceedings, (iv) Liens securing indebtedness of the Company which will be retired in connection with the transactions contemplated hereby, and (v) other Liens that do not materially detract from the value or impair the use of the property or assets subject thereto. (c) True . Section 3.15 of the Company Disclosure Schedule sets forth a true, complete and complete copies correct list of all Real Property leases real property owned, leased, subleased or licensed by the Company and the location of such premises. All material real property leases, licenses or other occupancy agreements to which the Company or any of its Subsidiaries is a party which either (i) relates to Material Real Property, (ii) has a remaining term of more than one (1) year from the date hereof and (A) cannot be unilaterally terminated by the Company at any time, without material penalty, within thirty (30) days of providing notice of termination, and (B) involves the rental payment or receipt of rent in excess of $5.0 million in any year, or (iii) involves the aggregate rental payment or receipt of rent in excess of $10.0 million (collectively, the “Material "Company Real Property Leases”), ") are either filed as exhibits to the Company SEC Reports or complete copies thereof have been delivered to or made available to Parent and PurchaserParent. Section 3.15 of the Company Disclosure Schedule lists all Company Real Property Leases other than the Company Real Property Leases which are listed as an exhibit to the Company's most recent annual report on Form 10-K or a subsequent quarterly report on Form 10-Q. As of the date of this Agreement, (ui) all Material 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); , (vii) there is no existing material breach or violation of or default by the Company or any of its Subsidiaries under any of the Material Company Real Property Leases; , except such breaches, violations and defaults as have been waived in writing, (wiii) no event has occurred with respect to the Company or any of its Subsidiaries which, with notice or lapse of time or both, would constitute a material breach, violation or default of any of the Material Company Real Property Leases; , and (xiv) to the Company’s 's Knowledge, there are no material breaches, defaults or violations of any material obligations of the landlord under any Material Company Real Property Lease; (y) to the Company’s Knowledge, no Person other than the Company and its applicable Subsidiaries has any right (whether by lease, sublease or otherwise) to use or occupy all or any portion of the Real Property; and (z) to the Company’s Knowledge there are no eminent domain, condemnation or other similar actions or proceedings pending or threatened with respect to any of the Real Properties by any Governmental Entity having jurisdiction over any such Real Properties.

Properties; Encumbrances. (a) Section 3.16(a)(i) Parent has good and valid title to, or a valid leasehold interest in, all the properties and assets which it purports to own or lease (real, tangible, personal and mixed), including all the properties and assets reflected in the Parent Balance Sheet (except for personal property sold since the date of the Company Parent Balance Sheet in the ordinary course of business consistent with past practice). All properties and assets reflected in the Parent Balance Sheet are free and clear of all Liens, except for Liens reflected on the Parent Balance Sheet and Liens for current taxes not yet due and other Liens that do not materially impair the use or operation of the property or assets subject thereto. (b) Section 5.15 of the Parent Disclosure Schedule sets forth a true, complete and correct list of all real property owned, leased leased, subleased or subleased licensed by the Company and each of its Subsidiaries (the “Real Property”) Parent and the location of such properties, and indicating on such schedule whether such property is owned, leased or subleasedpremises. Section 3.16(a)(ii) of the Company Disclosure Schedule sets forth a true, complete and correct list of all All material real property ownedleases, leased or subleased which is (x) material to the operation of the business of the Company and its Subsidiaries or (y) required to be disclosed pursuant to Item 102 of Regulation S-K under the Securities Act (the “Material Real Property”). (b) The Company and each of its Subsidiaries has good and valid title to, or a valid leasehold interest in, all of the Real Property which it purports to own, lease or sublease. All of the Real Property is free and clear of all Liens, except for (i) Liens reflected on the Balance Sheet, (ii) Liens for current Taxes not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings, (iii) statutory Liens in favor of builders, mechanics, warehousemen, repairmen, workmen, materialmen and contractors not yet due and payable or are being contested in good faith by appropriate proceedings, (iv) Liens securing indebtedness of the Company which will be retired in connection with the transactions contemplated hereby, and (v) other Liens that do not materially detract from the value or impair the use of the property or assets subject thereto. (c) True and complete copies of all Real Property leases licenses or other occupancy agreements to which the Company or any of its Subsidiaries Parent is a party which either (i) relates to Material Real Property, (ii) has a remaining term of more than one (1) year from the date hereof and (A) cannot be unilaterally terminated by the Company at any time, without material penalty, within thirty (30) days of providing notice of termination, and (B) involves the rental payment or receipt of rent in excess of $5.0 million in any year, or (iii) involves the aggregate rental payment or receipt of rent in excess of $10.0 million (collectively, the “Material Parent Real Property Leases”), ) are either filed as exhibits to the Parent SEC Reports or complete copies thereof have been delivered to or made available to the Company. Section 5.15 of the Parent and Purchaser. Disclosure Schedule lists all Parent Real Property Leases other than the Parent Real Property Leases which are listed as an exhibit to Parent’s most recent annual report on Form 10-K or a subsequent quarterly report on Form 10-Q. (c) As of the date of this Agreement, (ui) all Material Parent Real Property Leases are in full force and effect (except as such enforceability may be subject to laws Laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law Law governing specific performance, injunctive relief or other equitable remedies); , (vii) there is no existing material breach or violation of or default by the Company or any of its Subsidiaries Parent under any of the Material Parent Real Property Leases; , except such defaults as have been waived in writing, (wiii) no event has occurred with respect to the Company or any of its Subsidiaries Parent which, with notice or lapse of time or both, would constitute a material breach, violation or default of any of the Material Parent Real Property Leases; , and (xiv) to the CompanyParent’s Knowledgeknowledge, there are no material breaches, defaults or violations of any material obligations of the landlord any party other than Parent under any Material Parent Real Property Lease; (y) to the Company’s Knowledge, no Person other than the Company and its applicable Subsidiaries has any right (whether by lease, sublease or otherwise) to use or occupy all or any portion of the Real Property; and (z) to the Company’s Knowledge there are no eminent domain, condemnation or other similar actions or proceedings pending or threatened with respect to any of the Real Properties by any Governmental Entity having jurisdiction over any such Real Properties.

Properties; Encumbrances. (a) Section 3.16(a)(i) Parent has good and valid title to, or a valid leasehold interest in, all the properties and assets which it purports to own or lease (real, tangible, personal and mixed), including all the properties and assets reflected in the Parent Balance Sheet (except for personal property sold since the date of the Company Parent Balance Sheet in the ordinary course of business consistent with past practice). All properties and assets reflected in the Parent Balance Sheet are free and clear of all Liens, except for Liens reflected on the Parent Balance Sheet and Liens for current taxes not yet due and other Liens that do not materially impair the use or operation of the property or assets subject thereto. (b) Section 4.15 of the Parent Disclosure Schedule sets forth a true, complete and correct list of all real property owned, leased leased, subleased or subleased licensed by the Company and each of its Subsidiaries (the “Real Property”) Parent and the location of such properties, and indicating on such schedule whether such property is owned, leased or subleasedpremises. Section 3.16(a)(ii) of the Company Disclosure Schedule sets forth a true, complete and correct list of all All material real property ownedleases, leased or subleased which is (x) material to the operation of the business of the Company and its Subsidiaries or (y) required to be disclosed pursuant to Item 102 of Regulation S-K under the Securities Act (the “Material Real Property”). (b) The Company and each of its Subsidiaries has good and valid title to, or a valid leasehold interest in, all of the Real Property which it purports to own, lease or sublease. All of the Real Property is free and clear of all Liens, except for (i) Liens reflected on the Balance Sheet, (ii) Liens for current Taxes not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings, (iii) statutory Liens in favor of builders, mechanics, warehousemen, repairmen, workmen, materialmen and contractors not yet due and payable or are being contested in good faith by appropriate proceedings, (iv) Liens securing indebtedness of the Company which will be retired in connection with the transactions contemplated hereby, and (v) other Liens that do not materially detract from the value or impair the use of the property or assets subject thereto. (c) True and complete copies of all Real Property leases licenses or other occupancy agreements to which the Company or any of its Subsidiaries Parent is a party which either (i) relates to Material Real Property, (ii) has a remaining term of more than one (1) year from the date hereof and (A) cannot be unilaterally terminated by the Company at any time, without material penalty, within thirty (30) days of providing notice of termination, and (B) involves the rental payment or receipt of rent in excess of $5.0 million in any year, or (iii) involves the aggregate rental payment or receipt of rent in excess of $10.0 million (collectively, the “Material Parent Real Property Leases”), ) are either filed as exhibits to the Parent SEC Reports or complete copies thereof have been delivered to or made available to the Company. Section 4.15 of the Parent and Purchaser. Disclosure Schedule lists all Parent Real Property Leases other than the Parent Real Property Leases which are listed as an exhibit to Parent’s most recent annual report on Form 10-K or a subsequent quarterly report on Form 10-Q. (c) As of the date of this Agreement, (ui) all Material Parent Real Property Leases are in full force and effect (except as such enforceability may be subject to laws Laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law Law governing specific performance, injunctive relief or other equitable remedies); , (vii) there is no existing material breach or violation of or default by the Company or any of its Subsidiaries Parent under any of the Material Parent Real Property Leases; , except such defaults as have been waived in writing, (wiii) no event has occurred with respect to the Company or any of its Subsidiaries Parent which, with notice or lapse of time or both, would constitute a material breach, violation or default of any of the Material Parent Real Property Leases; , and (xiv) to the CompanyParent’s Knowledgeknowledge, there are no material breaches, defaults or violations of any material obligations of the landlord any party other than Parent under any Material Parent Real Property Lease; (y) to the Company’s Knowledge, no Person other than the Company and its applicable Subsidiaries has any right (whether by lease, sublease or otherwise) to use or occupy all or any portion of the Real Property; and (z) to the Company’s Knowledge there are no eminent domain, condemnation or other similar actions or proceedings pending or threatened with respect to any of the Real Properties by any Governmental Entity having jurisdiction over any such Real Properties.