Common use of Property and Assets Clause in Contracts

Property and Assets. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 2.10(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company for the operation of its business (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. (b) The Company has made available to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”), and there are no other Lease Agreements for real property affecting the Leased Real Property or to which the Company is bound. All such Lease Agreements are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default, rent past due or event of default (or event which with notice or lapse of time, or both, would constitute a default). The Company has not received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The occurrence of the Closing will not affect the enforceability against any Person of any such Lease Agreement or the rights of the Company to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. The Company currently occupies all of the Leased Real Property for the operation of its business. There are no other parties occupying, or with a right to occupy, the Leased Real Property. The Company is not party to any agreement or subject to any claim that may require payment of any brokerage commissions or finders’ fees. No such commission is owed, with respect to any such Leased Real Property, and the Company would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. (c) The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. Neither the operation of the Company on the Leased Real Property nor, to the Company’s knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement, ordinance, rule, regulation or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. To the Company’s knowledge, there are no Legal Requirements now in existence or under active consideration by any Governmental Entity which could require the tenant of any Leased Real Property to make any expenditure in excess of $100,000 to modify or improve such Leased Real Property to bring it into compliance therewith. The Company shall not be required to expend more than $100,000 in the aggregate under all Lease Agreements to restore the Leased Real Property at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property as of the Agreement Date and as of the Closing). (d) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Encumbrances, except (i) as reflected in the Current Balance Sheet and (ii) Encumbrances for current Taxes not yet due and payable. (e) The equipment owned or leased by the Company (i) is adequate for the conduct of the business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) is in good operating condition, regularly and properly maintained, subject to normal wear and tear. (f) The Company’s assets (including tangible and intangible assets) are sufficient for the continued conduct of the business of the Company and its Subsidiaries as currently conducted or as proposed to be conducted after the Closing in substantially the same manner as conducted prior to the Closing and are in conformity with all applicable laws, rules and regulations.

Property and Assets. (a) The Company does not own any real property, nor has Neither the Company ever owned nor any of its Subsidiaries owns any real property. Section 2.10(a) of the Company Disclosure Schedule sets forth a list of the address for all real property currently leased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries for the operation of its business (the “Leased Real Property”), including the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment Lease Agreements (as defined below) with respect thereto, the size of the premises and the aggregate annual rental payable thereunder. (b) The Company has made available to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all material amendments, terminations and modifications thereof to which the Company or any of its Subsidiaries is a party (“Lease Agreements”), and there are no other Lease Agreements for real property affecting the Leased Real Property or to which the Company or any of its Subsidiaries is bound. All such Lease Agreements are valid and effective in accordance with their respective termsterms (subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar Legal Requirements affecting the rights of creditors generally and (ii) Legal Requirements governing specific performance, injunctive relief and other equitable remedies), and there is not, under any of such leasesLease Agreements, any existing default, rent past due or event of material default (or event which with notice or lapse of time, or both, would constitute a material default)) by the Company or any of its Subsidiaries. The Company has not received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and or withdrawn. The Except as set forth in Section 2.10(b) of the Company Disclosure Schedules, the occurrence of the Closing will not affect the enforceability against any Person of any such Lease Agreement or the rights of the Company (or its Subsidiaries) to the continued use and possession of the material Leased Real Property for the conduct of business as presently conducted. The Company currently occupies all of the Leased Real Property for the operation of its business. There are no other parties occupying, or with a right to occupy, the Leased Real Property. The Company is not party to any agreement or subject to any claim that may require payment of any brokerage commissions or finders’ fees. No such commission is owed, with respect to any such Leased Real Property, and the Company would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements.of (c) The Leased Real Property is in good operating condition and repair, free from structural, physical normal wear and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. Neither the operation of the Company on the Leased Real Property nor, to the Company’s knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement, ordinance, rule, regulation or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. To the Company’s knowledge, there are no Legal Requirements now in existence or under active consideration by any Governmental Entity which could require the tenant of any Leased Real Property to make any expenditure in excess of $100,000 to modify or improve such Leased Real Property to bring it into compliance therewith. The Company shall not be required to expend more than $100,000 in the aggregate under all Lease Agreements to restore the Leased Real Property at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property as of the Agreement Date and as of the Closing)tear excepted. (d) The Company or one of its Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Encumbrances, except (i) as reflected in the Current Balance Sheet Company Financial Statements and (ii) Encumbrances for current Taxes not yet due and payablePermitted Encumbrances. (e) The equipment owned or leased by the Company and its Subsidiaries are structurally sound, in good operating condition and repair (i) is normal wear and tear excepted), and, together with the Transition Services, adequate for the conduct of the business of the Company as currently conducted and as currently contemplated uses to be conductedwhich they are being put, and (ii) none of such equipment is in good operating conditionneed of maintenance or repairs other than ordinary, regularly and properly maintained, subject to normal wear and tearroutine maintenance that is not material in nature or cost. (f) The Company’s assets owned and leased by the Company and its Subsidiaries (including tangible together with the Transition Services) constitute all the assets used in connection with the business of Company and intangible assets) are sufficient its Subsidiaries. Such assets constitute all the assets necessary for the continued Company and its Subsidiaries to continue to conduct of the its business of the Company and its Subsidiaries as currently conducted or as proposed to be conducted after the Closing in substantially the same manner as conducted prior to the Closing and are in conformity with all applicable laws, rules and regulations.. Section 2.11

Property and Assets. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 2.10(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company for the operation of its business (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. (b) The Company has made available to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”), and there are no other Lease Agreements for real property affecting the Leased Real Property or to which the Company is bound. All such Lease Agreements are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default, rent past due or event of default (or event which with notice or lapse of time, or both, would constitute a default). The Company has not received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The occurrence of the Closing will not affect the enforceability against any Person of any such Lease Agreement or the rights of the Company to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. The Company currently occupies all of the Leased Real Property for the operation of its business. There are no other parties occupying, or with a right to occupy, the Leased Real Property. The Company is not party to any agreement or subject to any claim that may require payment of any brokerage commissions or finders’ fees. No such commission is owed, with respect to any such Leased Real Property, and the Company would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. (c) The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. Neither the operation of the Company on the Leased Real Property nor, to the Company’s knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement, ordinance, rule, regulation or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. To the Company’s knowledge, there are no Legal Requirements now in existence or under active consideration by any Governmental Entity which could require the tenant of any Leased Real Property to make any expenditure in excess of $100,000 to modify or improve such Leased Real Property to bring it into compliance therewith. The Company shall not be required to expend more than $100,000 in the aggregate under all Lease Agreements to restore the Leased Real Property at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property as of the Agreement Date and as of the Closing). (d) The Company Subsidiary has good and valid marketable title to, or, in the case of leased properties property held under a license, lease or other Contract, an Enforceable leasehold interest in, or right to use, all of its properties, rights and assets, valid leasehold interests inwhether real or personal and whether tangible or intangible, including all assets reflected in the Company Balance Sheet or acquired after the date of the Company Balance Sheet (except for such assets which have been sold or otherwise disposed of since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice) (collectively, the “Assets”). The Assets comprise all of their tangible the material assets, properties and assetsrights of every type and description, realwhether real or personal, personal and mixedtangible or intangible, used or held for use necessary to the conduct of the Business of the Company and the Subsidiaries and are adequate to conduct such business. Except as disclosed in its businessSection 3.15 of the Company Disclosure Schedule, free and clear none of the Assets is subject to any Encumbrances, except Encumbrance other than (i) as reflected in the Current Balance Sheet and (ii) Encumbrances liens for current Taxes not yet due and payable. , (eii) The equipment such imperfections of title, restrictions, encroachments, liens and easements as do not and could not reasonably be expected to materially detract from or interfere with the use or value of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties and (iii) liens securing debt which are reflected on the Company Balance Sheet. There are no written or oral subleases, licenses, occupancy agreements or other Contracts that grant the right of use or occupancy of any real property owned or leased by Company or any Subsidiary (collectively, the “Real Property”), and there is no Person in possession of the Real Property other than Company and the Subsidiaries. There is no pending, or, to the knowledge of the Company, threatened eminent domain, condemnation or similar proceeding affecting any Real Property. The property and equipment of the Company and each Subsidiary that are used in the operations of business, taken as a whole, are (i) is adequate for the conduct of the business of the Company as currently conducted in good operating condition and as currently contemplated to be conductedrepair, ordinary wear and tear excepted, and (ii) is have been maintained in good operating condition, regularly and properly maintained, subject to accordance with normal wear and tear. (f) The Company’s assets (including tangible and intangible assets) are sufficient for the continued conduct of the business industry practices. Section 3.15 of the Company and its Subsidiaries as currently conducted or as proposed to be conducted after the Closing in substantially the same manner as conducted prior Disclosure Schedule lists all Real Property. The Company has delivered to the Closing Buyer true, correct and are in conformity with complete copies of the Real Property leases including all applicable lawsamendments, rules modifications, notices or memoranda of lease thereto and regulationsall estoppel certificates or subordinations, non-disturbance and attornment agreements related thereto.

Property and Assets. (a) Section 4.7(a) of the Seller Disclosure Schedule sets forth a true and complete list as of the date hereof of all material Owned Real Property. Each Company Entity has good and marketable fee simple title to its Owned Real Property, free and clear of all Liens, other than Permitted Liens. No Seller or Company Entity has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. There are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein. The Company Sellers have delivered or made available to Buyer a true and complete copy of all deeds, title insurance policies, surveys and zoning reports existing on the date hereof with respect to each Owned Real Property. BKG or, following consummation of the Demerger, FCS does not own any real propertyproperty that relates primarily to, nor has is primarily used or held primarily for use in, or necessary for the Company ever owned any real property. operation of the DE Business. (b) Section 2.10(a4.7(b) of the Company Seller Disclosure Schedule sets forth a true and complete list as of the date hereof of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company Real Property Leases for the operation of its business (the “each Leased Real Property”), Property (including the date and name of the lessorparties to such Real Property Lease and all amendments, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease supplements or other occupancy right and each amendment modifications thereto, the size of the premises and the aggregate annual rental payable thereunder. (b) The Company has ). Sellers have delivered or made available to Acquiror true, correct Buyer a true and complete copies copy of all leaseseach such Real Property Lease, lease guarantiesand in the case of any oral Real Property Lease or Real Property Lease accompanied by the notation “no copy available” on Section 4.7(b) of the Seller Disclosure Schedule, subleasesa written summary of the material terms of such Real Property Lease. Except as set forth in Section 4.7(b) of the Seller Disclosure Schedule, agreements for with respect to each of the leasingReal Property Leases, use the Company Entities’ or occupancy ofBKG’s or, or otherwise granting a right in or relating to following consummation of the Demerger, FCS’ possession and quiet enjoyment of the Leased Real Property, including all amendments, terminations and modifications thereof (“Property under such Real Property Lease Agreements”)has not been disturbed, and there are no other Lease Agreements for real property affecting the Leased Real Property or to which the Company is bound. All such Lease Agreements are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default, rent past due or event of default (or event which with notice or lapse of time, or both, would constitute a default). The Company has not received any notice of a default, alleged failure to perform, or any offset or counterclaim disputes with respect to such Real Property Lease. Each Company Entity has valid leasehold interests in the leased real property described in such Real Property Leases to which it is a party, free and clear of any such Lease Agreementand all Liens, which has not been fully remedied and withdrawnother than Permitted Liens. The occurrence BKG or, following consummation of the Closing will not affect Demerger, FCS has valid leasehold interests in the enforceability against any Person leased real property described in such Real Property Leases included in the Transferred Assets to which it is a party, free and clear of any such Lease Agreement or the rights of the Company to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. The Company currently occupies all of the Leased Real Property for the operation of its business. There are no Liens, other parties occupying, or with a right to occupy, the Leased Real Property. The Company is not party to any agreement or subject to any claim that may require payment of any brokerage commissions or finders’ fees. No such commission is owed, with respect to any such Leased Real Property, and the Company would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreementsthan Permitted Liens. (c) The Leased Real Property is Each Company Entity and BKG or, following consummation of the Demerger, FCS has valid and subsisting ownership or leasehold interests in all of the material tangible personal property and assets used or leased for use by the Company Entities or BKG or, following consummation of the Demerger, FCS (in the case of BKG or, following consummation of the Demerger, FCS, solely to the extent included in the Transferred Assets), free and clear of all Liens, other than Permitted Liens. Such tangible personal property and assets are in good operating working condition and repairrepair in all material respects, free from structuralordinary wear and tear excepted. All Improvements are in good condition and repair in all material respects. There are no (i) structural deficiencies or latent defects affecting any of the Improvements or (ii) facts or conditions affecting any of the Improvements, physical and mechanical defects, is maintained in a manner consistent with standards generally followed each case with respect to similar properties(i) and (ii), and is structurally sufficient and otherwise suitable for that would, individually or in the conduct aggregate, interfere in any material respect with the use or occupancy of the business as presently conducted. Neither Improvements or any portion thereof in the operation of the Company on the Leased Real Property nor, to the Company’s knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement, ordinance, rule, regulation or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. To the Company’s knowledge, there are no Legal Requirements now in existence or under active consideration by any Governmental Entity which could require the tenant of any Leased Real Property to make any expenditure in excess of $100,000 to modify or improve such Leased Real Property to bring it into compliance therewith. The Company shall not be required to expend more than $100,000 in the aggregate under all Lease Agreements to restore the Leased Real Property at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property as of the Agreement Date and as of the Closing)Business. (d) The Company has good Interests and valid title toproperties, or, in the case of leased properties and assets, valid leasehold rights and interests inof the Company Entities and the Transferred Assets, all of their tangible properties together with the assets to be provided to Buyer or its Affiliates pursuant to the Supply Agreement, and assetsthe services to be provided to Buyer or its Affiliates pursuant to the Transition Services Agreement, realand the rights granted to Buyer or its Affiliates pursuant to Section 6.16(a), personal Section 6.16(c), and mixed, used or held for use in its business, free and clear of any Encumbrances, except Section 6.16(d) constitute (i) all properties, assets, rights and interests (other than cash and cash equivalents) that relate primarily to, are primarily used, are held primarily for use in, or are necessary for, the conduct or operation of the Business, taking into account the seasonality of the Business, during the six (6) months prior to the date hereof and as reflected of the Closing (other than such properties, assets, rights and interests that have been disposed of in the Current Balance Sheet ordinary course of business consistent with past practice after the date hereof and prior to the Closing in accordance with this Agreement; provided that, for the avoidance of doubt, the Intercompany Transfers shall not be considered to be in the ordinary course of business, (ii) Encumbrances for current Taxes not yet due all properties, assets, rights and payableinterests necessary to perform Buyer’s or the Company Entities’ obligations under the Supply Agreement (other than payment obligations) and (iii) all of the properties, assets, rights and interests that are necessary and sufficient to own, operate and conduct the Business immediately following the Closing as conducted during the six (6) months prior to the date hereof and the Closing (assuming the Consents set forth in Section 4.2 of the Seller Disclosure Schedule are obtained and the Consents and filings set forth on Schedule D are obtained or made) in all material respects. (e) The equipment owned or leased by the Company (i) is adequate for the conduct Each of the business Commercial Contract Parties has (or will, from and after the Closing, have) all properties, assets, rights and interests (assuming receipt of the Company as currently conducted Consents listed in the Transaction Services Agreement) necessary to perform all such Commercial Contract Party’s obligations and as currently contemplated to be conducted, and (ii) is in good operating condition, regularly and properly maintained, subject to normal wear and tear. (f) The Company’s assets (including tangible and intangible assets) are sufficient for the continued conduct responsibilities under any of the business of the Company and its Subsidiaries as currently conducted or as proposed Transaction Documents to be conducted after the Closing in substantially the same manner as conducted prior to the Closing and are in conformity with all applicable laws, rules and regulationswhich it is a party.

Property and Assets. (a) The Company does not own any real propertyAcquired Companies have good, nor has the Company ever owned any real property. Section 2.10(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company for the operation of its business (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. (b) The Company has made available to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”), and there are no other Lease Agreements for real property affecting the Leased Real Property or to which the Company is bound. All such Lease Agreements are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default, rent past due or event of default (or event which with notice or lapse of time, or both, would constitute a default). The Company has not received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The occurrence of the Closing will not affect the enforceability against any Person of any such Lease Agreement or the rights of the Company to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. The Company currently occupies all of the Leased Real Property for the operation of its business. There are no other parties occupying, or with a right to occupy, the Leased Real Property. The Company is not party to any agreement or subject to any claim that may require payment of any brokerage commissions or finders’ fees. No such commission is owed, with respect to any such Leased Real Property, and the Company would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. (c) The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. Neither the operation of the Company on the Leased Real Property nor, to the Company’s knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement, ordinance, rule, regulation or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. To the Company’s knowledge, there are no Legal Requirements now in existence or under active consideration by any Governmental Entity which could require the tenant of any Leased Real Property to make any expenditure in excess of $100,000 to modify or improve such Leased Real Property to bring it into compliance therewith. The Company shall not be required to expend more than $100,000 in the aggregate under all Lease Agreements to restore the Leased Real Property at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property as of the Agreement Date and as of the Closing). (d) The Company has good and valid marketable title to, or, or in the case of leased properties and assets, valid leasehold interests inin or license to use, all of their tangible its properties and assetsassets used to conduct the business of the Company. None of such properties or assets is subject to any Lien, real, personal and mixed, other than Permitted Liens or Liens that will be discharged at Closing. The property used or held for use in its business, free and clear of any Encumbrances, except (i) as reflected in the Current Balance Sheet and (ii) Encumbrances for current Taxes not yet due and payable. (e) The equipment owned or leased by the Company (i) Acquired Companies on the date hereof is free from material defects and in good operating condition and repair and, taken as a whole, is in adequate for the condition to conduct of the business of the Company in all material respects as the same is currently conducted and as currently contemplated to be conducted, and normal wear, tear (ii) is in good operating condition, regularly and properly maintained, subject to normal wear routine maintenance) excepted. The assets of the Acquired Companies collectively constitute all of the properties, rights, interests and tear. (f) The Company’s assets (including other tangible and intangible assets) are sufficient for assets necessary to enable the continued Acquired Companies to conduct of the business of the Company in the manner in which such business is currently being conducted. (b) The Acquired Companies do not own any real property or any buildings or other structures, nor are they a party to any options or any contractual obligations to purchase or acquire any interest in real property. Section 4.11(b) of the Disclosure Schedule lists all real property leases to which an Acquired Company is a party (each, a “Real Property Lease” and its Subsidiaries as currently conducted collectively, the “Real Property Leases”). The real property demised by the Real Property Leases constitutes all of the real property leased, subleased, occupied or as proposed otherwise used by the Acquired Companies. All Real Property Leases are in full force and effect, and the applicable Acquired Company holds a valid and existing leasehold interest under each such lease. The Company has delivered or made available to be conducted after the Closing Buyer complete and accurate copies of each Real Property Lease, and none of such leases have been modified in substantially the same manner as conducted prior any material respect, except to the Closing and extent that such modifications are in conformity with all applicable laws, rules and regulationsdisclosed by the copies delivered or made available to Buyer.

Property and Assets. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 2.10(a5.13(a) of the Company Disclosure Schedule Letter sets forth a true, complete and correct list of all material real property currently leased, subleased or licensed owned by or from the Company or otherwise used or occupied by the Company for the operation of its business (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. (b) The Company has made available to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”), and there are no other Lease Agreements for real property affecting the Leased Real Property or to which the Company is bound. All such Lease Agreements are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default, rent past due or event of default (or event which with notice or lapse of time, or both, would constitute a default). The Company has not received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The occurrence of the Closing will not affect the enforceability against any Person of any such Lease Agreement or the rights of the Company to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. The Company currently occupies all of the Leased Real Property for the operation of its business. There are no other parties occupying, or with a right to occupy, the Leased Real Property. The Company is not party to any agreement or subject to any claim that may require payment of any brokerage commissions or finders’ fees. No such commission is owed, with respect to any such Leased Real Property, and the Company would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. (c) The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. Neither the operation of the Company on the Leased Real Property nor, to the Company’s knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement, ordinance, rule, regulation or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. To the Company’s knowledge, there are no Legal Requirements now in existence or under active consideration by any Governmental Entity which could require the tenant of any Leased Real Property to make any expenditure in excess of $100,000 to modify or improve such Leased Real Property to bring it into compliance therewith. The Company shall not be required to expend more than $100,000 in the aggregate under all Lease Agreements to restore the Leased Real Property at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property as of the Agreement Date and as of the Closing). (d) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Encumbrances, except (i) as reflected in the Current Balance Sheet and (ii) Encumbrances for current Taxes not yet due and payable. (e) The equipment owned or leased by the Company (i) is adequate for the conduct of the business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) is in good operating condition, regularly and properly maintained, subject to normal wear and tear. (f) The Company’s assets (including tangible and intangible assets) are sufficient for the continued conduct of the business of the Company and its Subsidiaries as currently conducted of the date hereof and the location of such premises (the “Company Owned Real Property”). The Company or a Subsidiary of the Company has good and valid fee simple title to all Company Owned Real Property, except as proposed would not have a Company Material Adverse Effect. All Company Owned Real Property is free and clear of all Liens, except for Company Permitted Liens. (b) Section 5.13(b) of the Company Disclosure Letter sets forth a true, complete and correct list of all material real property leased or subleased by the Company and its Subsidiaries as of the date hereof and the location of such premises (collectively, the “Company Real Property Leases” and each a “Company Real Property Lease”). To the Knowledge of the Company, as of the date hereof, each Company Real Property Lease is in full force and effect, except that such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). The Company or one of its Subsidiaries, as applicable, has good and valid leasehold interests in, the premises purported to be conducted after leased or subleased under each Company Real Property Lease, except for such failures as would not, individually or in the Closing aggregate, have or reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in substantially breach or violation of, or in default in the same manner performance or observance of, any term or provision of any Company Real Property Lease, and no event has occurred that, with lapse of time or action by a third party, would result in a default under, or give rise to any right of termination, cancellation, acceleration or loss of benefits, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any Company Real Property Lease, and the Company, as conducted prior of the date hereof, has not received any written notice of any breach, violation, default or event, in each case, except for those that would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. To the Closing and Knowledge of the Company, as of the date hereof, there are in conformity with all applicable laws, rules and regulationsno material defaults of any obligations of any other party under any Company Real Property Lease.

Property and Assets. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 2.10(a) 3.14 of the Company Disclosure Schedule sets forth a list of lists all real property currently leased, subleased or licensed by or from that any of the Company and its Subsidiaries owns or otherwise used or occupied by leases, including the Company for the operation dates of its business and parties to all leases and any amendments thereof (such leases, as amended, the “Leased Company Real PropertyProperty Leases”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. (b) The Company has made available to Acquiror true, correct . True and complete copies of all of the Company Real Property Leases have been made available to Parent. With respect to each such parcel of owned real property: (i) there are no easements, covenants, or other restrictions material to such property, other than Permitted Liens and Permitted Encumbrances; (ii) there are no leases, lease guaranties, subleases, licenses, concessions, or other agreements for granting to any party or parties the leasing, right of use or occupancy of, or otherwise granting a right in or relating to of any portion of such parcel of real property which materially impact the Leased Real Property, including all amendments, terminations and modifications thereof use of the property; (“Lease Agreements”), and iii) there are no other Lease Agreements outstanding options or rights of first refusal to purchase such parcel of real property, or any portion thereof or interest therein; and (iv) the Company has title insurance with respect to each such parcel and has delivered to Parent true and correct copies of such policies. Except as does not have and would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Subsidiary of the Company has valid leasehold interests in all of the leased properties used by the Company in the conduct of its business, free and clear of all Liens and Encumbrances (except in all cases for real property affecting Permitted Liens and Permitted Encumbrances). Except as does not have and would not have, individually or in the Leased Real Property or to aggregate, a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, (i) all leases under which the Company is bound. All such Lease Agreements or any of its Subsidiaries lease any real property are valid and effective binding against the Company or the applicable Subsidiary party thereto, and to the Company’s Knowledge, the counterparties thereto, in accordance with their respective terms, and (ii) there is not, under any of such leases, any existing defaultdefault by the Company or any of its Subsidiaries, rent past due or event of default (or event which or, to the Company’s Knowledge, the counterparties thereto which, with notice or lapse of time, time or both, would constitute become a default). default by the Company or any of its Subsidiaries. (b) The Company has not received any notice or its Subsidiaries, individually or together, own, lease or have the right to use all of a defaulttheir properties and assets reflected in the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended June 30, alleged failure to perform2013, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The occurrence of the Closing will not affect the enforceability against any Person of any such Lease Agreement or the rights other than as set forth in Section 3.14(b) of the Company to Disclosure Schedule or any properties or assets that have been sold or otherwise disposed of since June 30, 2013 in the continued use and possession of the Leased Real Property for the conduct ordinary course of business consistent with past practice (all such properties and assets being referred to as presently conducted. The “Company currently occupies all of the Leased Real Property for the operation of its business. There are no other parties occupyingAssets”), or with a right to occupy, the Leased Real Property. The Company is except as does not party to any agreement or subject to any claim that may require payment of any brokerage commissions or finders’ fees. No such commission is owed, with respect to any such Leased Real Property, have and the Company would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained have, individually or in such Lease Agreements. (c) The Leased Real Property is in good operating condition and repairthe aggregate, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conductedCompany Material Adverse Effect. Neither the operation Each of the Company on the Leased Real Property nor, to the Company’s knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement, ordinance, rule, regulation or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. To the Company’s knowledge, there are no Legal Requirements now in existence or under active consideration by any Governmental Entity which could require the tenant of any Leased Real Property to make any expenditure in excess of $100,000 to modify or improve such Leased Real Property to bring it into compliance therewith. The Company shall not be required to expend more than $100,000 in the aggregate under all Lease Agreements to restore the Leased Real Property at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property as of the Agreement Date and as of the Closing). (d) The Company its Subsidiaries has good and valid title to, or, or in the case of leased properties and assetsor subleased Company Assets, valid and subsisting leasehold interests in, all of their tangible properties and assets, real, personal and mixed, used or held for use in its business, the Company Assets free and clear of any EncumbrancesLiens, except other than (i) as reflected in the Current Balance Sheet Permitted Encumbrances and (ii) Encumbrances for current Taxes Liens that, individually or in the aggregate, do not yet due have and payablewould not have a Company Material Adverse Effect. (e) The equipment owned or leased by the Company (i) is adequate for the conduct of the business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) is in good operating condition, regularly and properly maintained, subject to normal wear and tear. (f) The Company’s assets (including tangible and intangible assets) are sufficient for the continued conduct of the business of the Company and its Subsidiaries as currently conducted or as proposed to be conducted after the Closing in substantially the same manner as conducted prior to the Closing and are in conformity with all applicable laws, rules and regulations.

Property and Assets. (a) The Company does not own any real propertyExcept as set forth on Schedule 5.8(a), nor has the Company ever owned any real property. Section 2.10(a) each of the Company Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from and the Company or otherwise Subsidiaries has good, valid and marketable title to all of the properties and assets used or occupied in the Company’s business as conducted as of the date hereof and reflected as owned by the Company on the Balance Sheet (or acquired after the Balance Sheet Date), free and clear of all Liens. Schedule 5.8(a) sets forth any and all material assets and properties of the Company that are located at locations not owned or leased by the Company. (b) The Company and each of the Company Subsidiaries has a valid and subsisting leasehold estate in each parcel of real property demised under a lease for the operation full term of its business the respective lease free and clear of any Liens other than Permitted Liens (the “Leased Real Property”). Schedule 5.8(b) contains a complete and correct list, the name as of the lessordate hereof, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. (b) The Company has made available to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”), and there are no other Lease Agreements for real property affecting the Leased Real Property or to which the Company is bound. All such Lease Agreements are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default, rent past due or event of default (or event which with notice or lapse of time, or both, would constitute a default). The Company has not received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The occurrence of the Closing will not affect the enforceability against any Person of any such Lease Agreement or the rights of the Company to the continued use and possession of the Leased Real Property for including with respect to each such lease the conduct date of business as presently conductedsuch lease and any material amendments thereto. The All leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and neither the Company currently occupies all nor any of the Leased Real Property for Company Subsidiaries nor, to the operation Knowledge of the Company, no third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any such lease. Neither the Company nor any of its business. There are no Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any such lease nor has the Company or any of the Company Subsidiaries entered into with any other parties occupyingPerson (other than another wholly-owned Subsidiary of the Company) any sublease, license or with other agreement that is material to the Company and the Company Subsidiaries, taken as a right whole, and that relates to occupy, the use or occupancy of all or any portion of the Leased Real Property. The Company is not party has delivered or otherwise made available to Parent true and complete copies of all leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Company or any agreement of the Company Subsidiaries thereof leases, subleases or subject to licenses, as tenant, any claim that may require payment of any brokerage commissions or finders’ fees. No such commission is owed, with respect to any such Leased Real Property, and the Company would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. (c) The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. Neither the operation None of the Company on the Leased Real Property nor, to the Company’s knowledge, such Leased Real Property, including the improvements thereon, violate in or any material respect Company Subsidiary owns any applicable building code, zoning requirement, ordinance, rule, regulation or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. To the Company’s knowledge, there are no Legal Requirements now in existence or under active consideration by any Governmental Entity which could require the tenant of any Leased Real Property to make any expenditure in excess of $100,000 to modify or improve such Leased Real Property to bring it into compliance therewith. The Company shall not be required to expend more than $100,000 in the aggregate under all Lease Agreements to restore the Leased Real Property at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property as of the Agreement Date and as of the Closing)real property. (d) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Encumbrances, except (i) as reflected in the Current Balance Sheet and (ii) Encumbrances for current Taxes not yet due and payable. (e) The equipment owned or leased by the Company (i) is adequate for the conduct of the business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) is in good operating condition, regularly and properly maintained, subject to normal wear and tear. (f) The Company’s assets (including tangible and intangible assets) are sufficient for the continued conduct of the business of the Company and its Subsidiaries as currently conducted or as proposed to be conducted after the Closing in substantially the same manner as conducted prior to the Closing and are in conformity with all applicable laws, rules and regulations.

Property and Assets. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 2.10(a) Schedule 3.16 of the Company Disclosure Schedule Letter sets forth forth, as of the date of this Agreement, a true and complete list of all real property currently leased, subleased or licensed and interests in real property owned in fee by or from the Company or otherwise used or occupied any Company Subsidiary (individually, an “Owned Property”). Schedule 3.16 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of all real property and interests in real property leased by the Company for the operation of its business or any Company Subsidiary (the individually, a “Leased Real Property”). The Company or a Company Subsidiary has good, marketable and insurable fee title to all Owned Property and good and valid title to the leasehold estates in all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a “Company Property”), in each case free and clear of all Liens except Permitted Liens. There is no pending, or, to the name knowledge of the lessorCompany, licensorthreatened eminent domain, sublessorcondemnation or similar proceeding affecting any Company Property. There are no written or oral subleases, master lessor and/or lesseelicenses, the date and term of the lease, license, sublease occupancy agreements or other occupancy contracts that grant the right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. (b) The Company has made available to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”), and there are no of any material Company Property other Lease Agreements for real property affecting the Leased Real Property or to which the Company is bound. All such Lease Agreements are valid and effective in accordance with their respective termsthan to, and there is notno person in possession of any material Company Property other than, under any of such leases, any existing default, rent past due or event of default (or event which with notice or lapse of time, or both, would constitute a default)the Company and the Company Subsidiaries. The Company has not received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The occurrence of the Closing will not affect the enforceability against any Person of any such Lease Agreement or the rights of the Company to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. The Company currently occupies all of the Leased Real Property for the operation of its business. There are no other parties occupying, or with a right to occupy, the Leased Real Property. The Company is not party to any agreement or subject to any claim that may require payment of any brokerage commissions or finders’ fees. No such commission is owed, with respect to any such Leased Real Property, and the Company would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. (c) The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. Neither the operation of the Company on the Leased Real Property nor, to the Company’s knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement, ordinance, rule, regulation or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. To the Company’s knowledge, there are no Legal Requirements now in existence or under active consideration by any Governmental Entity which could require the tenant of any Leased Real Property to make any expenditure in excess of $100,000 to modify or improve such Leased Real Property to bring it into compliance therewith. The Company shall not be required to expend more than $100,000 in the aggregate under all Lease Agreements to restore the Leased Real Property at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property as of the Agreement Date and as of the Closing). (d) The Company has Subsidiaries have good and valid marketable title to, or, in the case of leased properties property held under a license, lease or other Contract, a leasehold interest in, or right to use all of their material properties, rights and assets, valid leasehold interests inwhether real or personal and whether tangible or intangible, including all assets reflected in the most recent consolidated balance sheet of the Company included in the Filed Company SEC Reports or acquired after the date of such balance sheet (except for such assets which have been sold or otherwise disposed of since the date of such balance sheet in the ordinary course of business) (collectively, the “Assets”). The Assets that are used in the operations of their tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Encumbrancestaken as a whole, except are (i) as reflected in the Current Balance Sheet good operating condition and (ii) Encumbrances for current Taxes not yet due repair, ordinary wear and payable. (e) The equipment owned or leased by the Company (i) is adequate for the conduct of the business of the Company as currently conducted and as currently contemplated to be conductedtear excepted, and (ii) is have been maintained in good operating conditionaccordance with normal industry practices, regularly in each case except as has not had and properly maintained, subject would not reasonably be expected to normal wear and tearhave a Material Adverse Effect. (f) The Company’s assets (including tangible and intangible assets) are sufficient for the continued conduct of the business of the Company and its Subsidiaries as currently conducted or as proposed to be conducted after the Closing in substantially the same manner as conducted prior to the Closing and are in conformity with all applicable laws, rules and regulations.

Property and Assets. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 2.10(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company for the operation of its business (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. (b) The Company has made available to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”), and there are no other Lease Agreements for real property affecting the Leased Real Property or to which the Company is bound. All such Lease Agreements are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default, rent past due or event of default (or event which with notice or lapse of time, or both, would constitute a default). The Company has not received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The occurrence of the Closing will not affect the enforceability against any Person of any such Lease Agreement or the rights of the Company to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. The Company currently occupies all of the Leased Real Property for the operation of its business. There are no other parties occupying, or with a right to occupy, the Leased Real Property. The Company is not party to any agreement or subject to any claim that may require payment of any brokerage commissions or finders’ fees. No such commission is owed, with respect to any such Leased Real Property, and the Company would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. (c) The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. Neither the operation of the Company on the Leased Real Property nor, to the Company’s knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement, ordinance, rule, regulation or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. To the Company’s knowledge, there are no Legal Requirements now in existence or under active consideration by any Governmental Entity which could require the tenant of any Leased Real Property to make any expenditure in excess of $100,000 to modify or improve such Leased Real Property to bring it into compliance therewith. The Company shall not be required to expend more than $100,000 in the aggregate under all Lease Agreements to restore the Leased Real Property at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property as of the Agreement Date and as of the Closing). (d) The Company has good and valid title to, or, or in the case of leased properties and assets, valid leasehold interests in, all of their tangible its properties and assets, real, personal and mixed, assets used or held otherwise necessary to conduct the Business. None of such properties or assets is subject to any Lien, other than Permitted Liens or Liens that will be discharged at Closing. Such assets used or otherwise necessary for use in its business, free and clear the conduct of any Encumbrances, except the Business are (i) in good operating condition and repair, ordinary wear and tear excepted, (ii) not in need of maintenance or repair, except for ordinary routine maintenance or repairs that are not material in nature or cost, and (iii) adequate and sufficient for the continuing conduct of the Business as reflected presently conducted. There is no physical condition affecting any of the assets or properties of the Company that would, individually or in the Current Balance Sheet aggregate, interfere in any material respect with the use or occupancy of such assets or properties or any portion thereof in the operation of the Business as presently conducted. (b) The Company (i) does not own, and has never owned, any real property, building or other structure and (ii) Encumbrances for current Taxes is not yet due a party to any option or any contractual obligation to purchase or acquire any interest in real property. Section 2.11(b) of the Company Disclosure Schedule sets forth a true, complete and payable. accurate list of all real property leases to which the Company is a party, including each amendment thereto (ecollectively, the “Real Property Leases”), indicating whether the Company is the lessor or lessee (or sub-lessor or sub-lessee) thereunder. The equipment owned or real property leased pursuant to the Real Property Leases is referred to collectively as the “Real Property”. All Real Property Leases are in full force and effect, and there is not, under any Real Property Lease, any existing default by the Company or, to the knowledge of the Company, any other party to any such Real Property Lease. The Company (i) is adequate for not in material violation of any zoning, building or safety ordinance or requirement or other Law applicable to the conduct ownership, maintenance or operation of any of the business of the Company as currently conducted and as currently contemplated to be conducted, and Real Property or (ii) is in good operating condition, regularly and properly maintained, subject to normal wear and tearhas not received any written notice of violation with which it has not materially complied. (f) The Company’s assets (including tangible and intangible assets) are sufficient for the continued conduct of the business of the Company and its Subsidiaries as currently conducted or as proposed to be conducted after the Closing in substantially the same manner as conducted prior to the Closing and are in conformity with all applicable laws, rules and regulations.

Property and Assets. (a) The Company does not own any real propertyTo the Knowledge of the Company, nor has the Company ever owned any real property. Part 1 of Section 2.10(a3.14(a) of the Company Disclosure Schedule sets forth contains a true, complete and correct list of all real property currently leasedowned by the Company and its Subsidiaries. The Company and its Subsidiaries have good and marketable title in and to all real property reflected on Part 1 of Section 3.14(a) of the Disclosure Schedule, subleased free and clear of all Liens, liabilities, rights or licensed encumbrances, except such Liens or encumbrances that arise in the ordinary course of business and do not materially impair the ownership or use of such property or assets by or from the Company or otherwise its Subsidiaries, as the case may be. Part 2 of Section 3.14(a) of the Disclosure Schedule contains a true, complete and correct list of all real property leases used or occupied by the Company for and its Subsidiaries. The Company and its Subsidiaries hold all of the operation rights, titles and interests of its business (the “Leased Real Property”)tenant under the leases reflected on Part 2 of Section 3.14(a) of the Disclosure Schedule, free and clear of all Liens, liabilities and rights. Except as disclosed in Section 3.14(a) of the Disclosure Schedule, the name Company and/or its Subsidiaries have good title to all properties used in connection with their respective businesses, free and clear of the lessorall Liens, licensor, sublessor, master lessor and/or lessee, the date liabilities and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunderrights. (b) The To the Knowledge of the Company, the owned and leased real properties reflected on the Disclosure Schedule have been used and operated by the Company has made available and its Subsidiaries in compliance and conformity with all Contractual Obligations and applicable Laws, except to Acquiror truethe extent that the failure so to comply would not, correct and complete copies individually or in the aggregate, cause a Material Adverse Effect to the Business or Condition of all leases, the Group. Each lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”), and there are no other Lease Agreements for leased real property affecting reflected on the Leased Real Property Disclosure Schedule or to which used in connection with the business of the Company and its Subsidiaries, is boundin full force and effect and the Company or any of its Subsidiaries enjoy peaceful and undisturbed possession thereunder. All such Lease Agreements are valid There is no default on the part of the Company and effective in accordance with their respective terms, its Subsidiaries and there is not, under any of such leases, any existing default, rent past due no event or event of default condition which (or event which with notice or lapse of time, or both, ) would constitute a default). The Company has not received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The occurrence of default on the Closing will not affect the enforceability against any Person of any such Lease Agreement or the rights part of the Company to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. The Company currently occupies all of the Leased Real Property for the operation or any of its businessSubsidiaries under any such lease. There are is no other parties occupying, or with a right to occupy, the Leased Real Property. The Company is not party to any agreement or subject to any claim that may require payment of any brokerage commissions or finders’ fees. No such commission is owed, with respect to any such Leased Real Property, and the Company would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. (c) The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. Neither the operation of the Company on the Leased Real Property norpending or, to the Knowledge of the Company’s knowledge, such Leased Real Property, including threatened condemnation or imminent proceedings that would affect any part of the improvements thereon, violate in any material respect any applicable building code, zoning requirement, ordinance, rule, regulation or statute relating to such real property or operations thereon, and any such non-violation is not dependent the leased property reflected on so-called non-conforming use exceptions. To the Company’s knowledge, there are no Legal Requirements now Disclosure Schedule or used in existence or under active consideration by any Governmental Entity which could require the tenant of any Leased Real Property to make any expenditure in excess of $100,000 to modify or improve such Leased Real Property to bring it into compliance therewith. The Company shall not be required to expend more than $100,000 in the aggregate under all Lease Agreements to restore the Leased Real Property at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property as of the Agreement Date and as of the Closing). (d) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Encumbrances, except (i) as reflected in the Current Balance Sheet and (ii) Encumbrances for current Taxes not yet due and payable. (e) The equipment owned or leased by the Company (i) is adequate for the conduct of the business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) is in good operating condition, regularly and properly maintained, subject to normal wear and tear. (f) The Company’s assets (including tangible and intangible assets) are sufficient for the continued conduct of connection with the business of the Company and its Subsidiaries as currently conducted Subsidiaries. There are no actions, suits or as proposed to be conducted after the Closing in substantially the same manner as conducted prior proceedings pending or, to the Closing Knowledge of the Company, threatened against the real property or the leased property on the Disclosure Schedule or used in connection with the business of the Company and are its Subsidiaries, at law or in conformity with all applicable lawsequity, rules and regulationsbefore any national, municipal or other governmental department, commission, board, bureau, agency or instrumentality which would in any way affect title to such real property or leased property.

Property and Assets. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 2.10(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company for the operation of its business (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. (b) The Company has made available to Acquiror true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”), and there are no other Lease Agreements for real property affecting the Leased Real Property or to which the Company is bound. All such Lease Agreements are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default, rent past due or event of default (or event which with notice or lapse of time, or both, would constitute a default). The Company has not received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The occurrence of the Closing will not affect the enforceability against any Person of any such Lease Agreement or the rights of the Company to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. The Company currently occupies all of the Leased Real Property for the operation of its business. There are no other parties occupying, or with a right to occupy, the Leased Real Property. The Company is not party to any agreement or subject to any claim that may require payment of any brokerage commissions or finders’ fees. No such commission is owed, with respect to any such Leased Real Property, and the Company would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. (c) The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. Neither the operation of the Company on the Leased Real Property nor, to the Company’s knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement, ordinance, rule, regulation or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. To the Company’s knowledge, there are no Legal Requirements now in existence or under active consideration by any Governmental Entity which could require the tenant of any Leased Real Property to make any expenditure in excess of $100,000 to modify or improve such Leased Real Property to bring it into compliance therewith. The Company shall not be required to expend more than $100,000 in the aggregate under all Lease Agreements to restore the Leased Real Property at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property as of the Agreement Date and as of the Closing). (d) The Company has good and valid title to, or, or in the case of leased properties and assets, valid leasehold interests in, all of their tangible its properties and assetsassets (tangible and intangible) reflected on the Company Interim Financial Statements or acquired after the Company Interim Balance Sheet Date, real, personal and mixed, used or held for use in its business, free and clear of any Encumbrances, except (i) as not so reflected in the Current Balance Sheet and Company Interim Financial Statements but used to conduct the Business (ii) Encumbrances for current Taxes not yet due and payable. (e) The equipment owned the “Company Assets”). None of such properties or leased by the assets is subject to any Lien, other than Permitted Liens or Liens that will be discharged at Closing. All tangible Company (i) is adequate for the conduct of the business of the Company as currently conducted and as currently contemplated to be conductedAssets are free from material defects, and (ii) is have been maintained in accordance with normal industry practice, are in good operating condition, regularly condition and properly maintained, repair (subject to normal wear and tear) and are suitable for the purposes for which they presently are used. The Company Assets constitute all assets that are either used in or necessary to the operation of the Company’s Business. Notwithstanding the foregoing, no representation or warranty is made in this Section 2.11 with respect to Company Intellectual Property and non-infringement of third party Intellectual Property Rights. (fb) The Company’s assets (including tangible Company does not own and intangible assetshas never owned any real property or any buildings or other structures, nor is it a party to any options or any contractual obligations to purchase or acquire any interest in real property. Section 2.11(b) are sufficient for the continued conduct of the business Disclosure Schedule lists all real property leases (the “Leased Real Property”) to which the Company is a party and each amendment thereto (collectively, the “Leases”). All such Leases are in full force and effect and are the valid and binding obligation of the Company enforceable in accordance with their respective terms. To the knowledge of the Company (i) there is not under any of such leases, any existing default by the Company or any other parties to such Leases; and (ii) there exists no event, condition or occurrence which (with or without due notice or lapse of time, or both) would constitute such a default or alleged default by the Company or the other party or parties thereto of any of the foregoing. The Company, in its Subsidiaries capacity as currently conducted lessee, is not in material violation of any zoning, building or as proposed to be conducted after the Closing in substantially the same manner as conducted prior safety ordinance, or requirement or other Law applicable to the Closing operation of its Leased Real Properties, nor has it received any notice of violation with which it has not materially complied. Except as set forth in Section 2.11(b) of the Disclosure Schedule, no consent of, or notice to, any Person is required under any Lease as a result of or in connection with, and the terms or enforceability of any such Lease will not be affected in any manner by, the execution, delivery and performance of this Agreement, or the transactions contemplated hereby. The Company has made available to Buyer true and complete copies of all Leases (whether or not executed, and including all amendments thereto). (c) All improvements included in the Leased Real Property are in conformity good operating condition and repair (ordinary wear and tear excepted) and, to the knowledge of the Company, there does not exist any condition which interferes with the use of such Leased Real Property. There is no Litigation pending or, to the knowledge of the Company, threatened against the Company or any third parties affecting any Leased Real Property, and the Company is not aware of any facts which could reasonably be expected to result in any such Litigation. (d) None of the Leased Real Property has been subleased by the Company. (e) Section 2.11(e) of the Disclosure Schedule sets forth a true and correct list of all applicable lawscapital assets of the Company where the value of an individual item or the value of an aggregate of similar items exceeds $10,000, rules and regulationsthe Company has valid title to each capital asset set forth thereon.

Property and Assets. (a) The Each Acquired Company does has ownership of, or a valid lease, license or right to use, all assets, properties and rights used by it. All such properties and assets are free and clear of Encumbrances other than (i) Encumbrances for Taxes not own yet due and payable, (ii) mechanics’, materialmen’s, carriers’, workers’, repairers’, landlords’ and similar Encumbrances arising or incurred in the ordinary course of business, (iii) zoning, entitlement, building and other land use regulations that are not violated by current occupancy or use, (iv) customary covenants, conditions, restrictions, easements and similar restrictions of record affecting title that do not impair current occupancy and (v) Encumbrances that shall be released or terminated concurrently with the Closing (clauses (i) through (v) being “Permitted Encumbrances”). All tangible assets leased by any real propertyAcquired Company are in satisfactory operating condition for the uses to which they are being put, nor has subject to ordinary wear and tear and ordinary maintenance requirements, except as would not, individually or in the Company ever owned any real propertyaggregate, be material to the Acquired Companies taken as a whole. Section 2.10(a3.10(a) of the Company Disclosure Schedule sets forth a complete list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied Real Property leased by the Company for Company. None of the operation of its business (the “Leased Acquired Companies owns any Real Property”). The Sellers have delivered or made available to Purchaser true, complete and correct copies of any leases affecting the name Real Property. Except as set forth in Section 3.10(a) of the lessorDisclosures Schedule, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, no Acquired Company is a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy right and each amendment theretoor enjoyment of any leased Real Property. There are no Actions pending nor, to the size Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of the premises and the aggregate annual rental payable thereundercondemnation or eminent domain proceedings. (b) The Company has made available to Acquiror trueAcquired Companies beneficially hold all assets, correct properties and complete copies rights (other than the assets, properties and rights used by the Sellers or one or more Subsidiaries of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right Sellers (other than the Company) in or relating the provision of those inter-company services to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”), and there are no other Lease Agreements for real property affecting the Leased Real Property or to which the Company is bound. All such Lease Agreements are valid and effective listed in accordance with their respective terms, and there is not, under any of such leases, any existing default, rent past due or event of default (or event which with notice or lapse of time, or both, would constitute a default). The Company has not received any notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such Lease Agreement, which has not been fully remedied and withdrawn. The occurrence Section 3.10(b) of the Closing will not affect the enforceability against any Person of any such Lease Agreement or the rights of the Company to the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. The Company currently occupies all of the Leased Real Property for the operation of its business. There are no other parties occupying, or with a right to occupy, the Leased Real Property. The Company is not party to any agreement or subject to any claim that may require payment of any brokerage commissions or finders’ fees. No such commission is owed, with respect to any such Leased Real Property, and the Company would not owe any such fees if any existing Lease Agreement were renewed pursuant to any renewal options contained in such Lease Agreements. (cDisclosure Schedule) The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted. Neither the operation of the Company on the Leased Real Property nor, to the Company’s knowledge, such Leased Real Property, including the improvements thereon, violate in any material respect any applicable building code, zoning requirement, ordinance, rule, regulation or statute relating to such property or operations thereon, and any such non-violation is not dependent on so-called non-conforming use exceptions. To the Company’s knowledge, there are no Legal Requirements now in existence or under active consideration by any Governmental Entity which could require the tenant of any Leased Real Property to make any expenditure in excess of $100,000 to modify or improve such Leased Real Property to bring it into compliance therewith. The Company shall not be required to expend more than $100,000 in the aggregate under all Lease Agreements to restore the Leased Real Property at the end of the term of the applicable Lease Agreement to the condition required under the Lease Agreement (assuming the conditions existing in such Leased Real Property as of the Agreement Date and as of the Closing). (d) The Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of their tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Encumbrances, except (i) as reflected in the Current Balance Sheet and (ii) Encumbrances for current Taxes not yet due and payable. (e) The equipment owned or leased by the Company (i) is adequate for Sellers and its Subsidiaries in the conduct of the business of the Company as currently conducted and as currently contemplated to be conducted, and (ii) is in good operating condition, regularly and properly maintained, subject to normal wear and tearAcquired Companies. (f) The Company’s assets (including tangible and intangible assets) are sufficient for the continued conduct of the business of the Company and its Subsidiaries as currently conducted or as proposed to be conducted after the Closing in substantially the same manner as conducted prior to the Closing and are in conformity with all applicable laws, rules and regulations.