Common use of Property and Leases Clause in Contracts

Property and Leases. (a) Section 4.13 of the Disclosure Schedule contains a list of all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”). The Company or a Subsidiary of the Company has good and marketable fee title to each parcel of Owned Real Property and all improvements located thereon, free and clear of all Liens other than Permitted Liens. (b) Section 4.13 of the Disclosure Schedule contains a list of all leases and subleases under which the Company or any of its Subsidiaries is either lessor or lessee of real property (the “Leased Real Property,” and together with the Owned Real Property, the “Real Property”). The Company or one of its Subsidiaries has a good and valid leasehold interest in each Leased Real Property, free and clear of all Liens other than Permitted Liens, except where the failure to have such leasehold interest would not have a Material Adverse Effect. The Company has delivered to Buyer or its counsel a true and complete copy of every lease and sublease with respect to the Leased Real Property (the “Leases”). Except where such failure to be valid and enforceable in accordance with its terms would not have a Material Adverse Effect, each Lease is valid and enforceable in accordance with its terms except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) To the knowledge of the Company, none of the Real Property is the subject of any material condemnation or eminent domain proceeding. The Real Property is served by all water, electric, gas, telephone, sewer and other utilities reasonably necessary for the conduct of business of the Company and its Subsidiaries as currently conducted. (d) The Company and the Subsidiaries of the Company have good and marketable title to all material personal property owned by them, in each case free and clear of all Liens other than Permitted Liens.

Property and Leases. (a) The Company or one of the Company Subsidiaries owns, and has good title to, each of the tangible assets reflected as owned by the Company or the Company Subsidiaries on the 2010 Balance Sheet that are material to the Company and the Company Subsidiaries, taken as a whole (except for tangible assets sold or disposed of since that date in the ordinary course of business) free of any Liens, other than Permitted Liens. The Company and the Company Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted, with only such exceptions as would not have, individually or in the aggregate, a Material Adverse Effect. Except as would not have, individually or in the aggregate, a Material Adverse Effect, all of the machinery, equipment and other tangible personal property and assets owned or used by the Company and the Company Subsidiaries are usable in the ordinary course of business and are reasonably adequate and suitable for the uses to which they are being put. (b) Section 4.13 3.13(b) of the Disclosure Schedule contains sets forth a complete and accurate list of all real property owned by the Company or any of its the Company Subsidiaries (the “Company Owned Real Property”). The Company or a Subsidiary of and/or the Company has good Subsidiaries have good, valid and marketable title in fee title simple to each parcel of all Company Owned Real Property and all improvements located thereonproperty, free and clear of all Liens other than of any nature whatsoever except Permitted Liens. There are no outstanding options or other contractual rights to purchase, lease or use, or rights of first refusal to purchase, the Company Owned Real Property or any portion thereof or interests therein or contracts relating to the right to receive any portion of the income or profits from the sale, operation or development thereof. Except as would not have, individually or in the aggregate, a Material Adverse Effect, all of the buildings, fixtures and other improvements located on the Company Owned Real Property are adequate and suitable in all material respects for the purpose of conducting the Company’s business as presently conducted, and the operation thereof as presently conducted is not in violation in any material respect of any applicable building code, zoning ordinance or other applicable Law or Orders. (bc) Section 4.13 3.13(c) of the Disclosure Schedule contains sets forth a complete and accurate list of all leases and subleases under of real property greater than 10,000 square feet (a “Company Leased Real Property”) to which the Company or any of its Subsidiaries Company Subsidiary is either lessor or lessee of real property a party (the “Leased Real Property,” and together with the Owned Real Property, the “Real Property”). The Company or one of its Subsidiaries has a good and valid leasehold interest in each Leased Real Property, free and clear of all Liens other than Permitted Liens, except where the failure to have such leasehold interest would not have a Material Adverse Effect. The Company has delivered to Buyer or its counsel a true and complete copy of every lease and sublease with respect to the Leased Real Property (the “LeasesLease”). Except where such failure to be valid and enforceable in accordance with its terms as would not have have, individually or in the aggregate, a Material Adverse Effect, each Lease neither the Company nor any Company Subsidiary has made any material alterations, additions or improvements to the leased property that are required to be removed (or of which any landlord or sublandlord could require removal) at the termination of the applicable lease term. Except as would not have, individually or in the aggregate, a Material Adverse Effect, all of the buildings, fixtures and other improvements located on the Company Leased Real Property are adequate and suitable in all material respects for the purpose of conducting the Company’s business as presently conducted, and the operation thereof as presently conducted is valid and enforceable not in accordance with its terms except that (a) such enforcement may be subject to violation in any material respect of any applicable bankruptcybuilding code, insolvency, reorganization, moratorium zoning ordinance or other similar Laws, now applicable Law or hereafter in effect, affecting creditors’ rights generally and (b) the remedy Order. Table of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) To the knowledge of the Company, none of the Real Property is the subject of any material condemnation or eminent domain proceeding. The Real Property is served by all water, electric, gas, telephone, sewer and other utilities reasonably necessary for the conduct of business of the Company and its Subsidiaries as currently conducted. (d) The Company and the Subsidiaries of the Company have good and marketable title to all material personal property owned by them, in each case free and clear of all Liens other than Permitted Liens.Contents

Property and Leases. (a) The Company or one of the Company Subsidiaries owns, and has good title to, each of the tangible assets reflected as owned by the Company or the Company Subsidiaries on the 2014 Balance Sheet (except for tangible assets sold or disposed of since that date in the ordinary course of business and sales after the date of the 2014 Balance Sheet of assets no longer required for the conduct of the Business as presently conducted) in all material respects, free of any Liens other than Permitted Title Exceptions; provided, that no representation is made under this Section 4.13 with respect to Intellectual Property Rights. The Company and the Company Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted, with only such exceptions as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect. All of the machinery, equipment and other tangible personal property and assets owned or used by the Company and the Company Subsidiaries are in the condition and repair sufficient to conduct their respective businesses as currently conducted, with only such exceptions as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect. (b) Section 4.13(b) of the Disclosure Schedule contains sets forth a complete and accurate list of all real property owned by the Company or any of its the Company Subsidiaries (the “Company Owned Real Property”). The Company or a Subsidiary of and/or the Company has Subsidiaries have good and marketable valid title in fee title simple to each parcel of all Company Owned Real Property and all improvements located thereonproperty, free and clear of all Liens of any nature whatsoever except (i) Liens for current Taxes, payments of which are not yet delinquent or are being contested in good faith and for which adequate reserves in accordance with GAAP have been established on the Company Financial Reports as adjusted in the ordinary course of business through the Effective Time; (ii) Liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other than Permitted Liens. like Liens arising in the ordinary course of business for sums not yet due and payable, (biii) security given in the ordinary course of business as of the Closing Date to any public utility, Governmental Authority or other statutory or public authority in connection with the assets of the Company or any Company Subsidiary; (iv) items which an inspection or survey of any Company Owned Real Property would disclose and which do not materially detract from the value of the Company Owned Real Property or materially interfere with the use or operation of the Company Owned Real Property; and (vii) those matters of record set forth on Section 4.13 4.13(b) of the Disclosure Schedule contains a list of all leases and subleases under which the Company or any of its Subsidiaries is either lessor or lessee of real property (the “Leased Real Property,” and together collectively with the Owned Real Propertymatter disclosed in the Disclosure Schedule, the “Real PropertyPermitted Title Exceptions”). The Neither the Company nor any Company Subsidiary has received written notice of any condemnation, expropriation or one of its Subsidiaries has a good and valid leasehold interest other proceeding in each Leased Real Property, free and clear of all Liens other than Permitted Liens, except where eminent domain affecting the failure to have such leasehold interest would not have a Material Adverse Effect. The Company has delivered to Buyer or its counsel a true and complete copy of every lease and sublease with respect to the Leased Owned Real Property (the “Leases”). Except where such failure to be valid and enforceable in accordance with its terms would not have a Material Adverse Effector any portion thereof or interest therein, each Lease is valid and enforceable in accordance with its terms except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion knowledge of the court before which any proceeding therefor may be brought. (c) Company, no such proceedings are threatened or proposed. To the knowledge of the Company, none of the Company Owned Real Property is not subject to any special assessment nor any zoning or other land-use regulation proceeding, nor any change in any Law or Permit that would reasonably be expected to prevent or materially delay beyond the subject Outside Date the consummation of the Offer or the Merger or that seeks to impose any material condemnation legal restraint on or eminent domain proceeding. The Real Property is served by all water, electric, gas, telephone, sewer and other utilities reasonably necessary for prohibition against or limit the conduct of Surviving Corporation’s ability to operate the business of the Company and its the Company Subsidiaries substantially as currently conductedit was operated prior to the date of this Agreement with respect to the Company Owned Real Property. Neither the Company nor any Company Subsidiary has leased or otherwise granted to any other person any rights to use, occupy or possess any part of the Company Owned Real Property. There are no outstanding options or other contractual rights to purchase, lease or use, or rights of first refusal to purchase, the Company Owned Real Property or any portion thereof or interests therein or contracts relating to the right to receive any portion of the income or profits from the sale, operation or development of Company Owned Real Property. (dc) The Section 4.13(c) of the Disclosure Schedule sets forth a complete and accurate list of all leases of real property (“Company Leased Real Property”) to which the Company or any Company Subsidiary is a party. All such leases of real property to which the Company or any Company Subsidiary is a party, and all amendments and modifications thereto, are in full force and effect and have not been modified or amended, and there exists no default under any such lease by the Company or any Company Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Company Subsidiary, except as would not reasonably be expected to prevent or materially delay beyond the Outside Date consummation of the Offer or the Merger and as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect. Except as would not reasonably be expected to prevent or materially delay beyond the Outside Date consummation of the Offer or the Merger and as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect, neither the Company nor any Company Subsidiary has made any material alterations, additions or improvements to the Company Leased Real Property that are required to be removed (or of which any landlord or sublandlord could require removal) at the termination of the applicable lease term. Neither the Company nor any Company Subsidiary has received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting the Company Leased Real Property or any portion thereof or interest therein, and to the knowledge of the Company, no such proceedings are threatened or proposed. To the knowledge of the Company, the Company Leased Real Property is not subject to any special assessment nor zoning or other land-use regulation proceeding, nor any change in any Law or Permit that would reasonably be expected to prevent or materially delay beyond the Outside Date the consummation of the Offer or the Merger or that seeks to impose any material legal restraint on or prohibition against or limit the Surviving Corporation’s ability to operate the business of the Company and the Company Subsidiaries substantially as it was operated prior to the date of this Agreement with respect to the Company Leased Real Property. Neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted to any other person any rights to use, occupy or possess any part of the Company have good and marketable title to all material personal property owned by them, Leased Real Property. Neither the Company nor any Company Subsidiary has collaterally assigned or granted any other Lien in each case free and clear of all Liens other than Permitted Liensthe Company Leased Real Property.

Property and Leases. (a) The Company owns no real property. As of the date hereof, Section 4.13 of the Disclosure Schedule contains (i) a true, correct and complete list of all leases, subleases or other occupancy agreements relating to all real property owned by that the Company leases or subleases or otherwise has any of its Subsidiaries right, title or interest in or to (the property demised thereunder herein referred to as the “Owned Leased Real Property”). The Company or a Subsidiary ) and (ii) with respect to each of the Leased Real Properties, all existing leases, subleases, licenses or other occupancy agreements to which the Company has good and marketable fee title to each parcel of Owned Real Property is a party as landlord or lessor thereunder or by which the Company is bound as landlord or lessor thereunder, and all improvements located thereonamendments, free modifications, extensions and clear supplements thereto (collectively, the “Tenant Leases”), regardless of all Liens other than Permitted Liens. (b) whether the terms thereof have commenced. Section 4.13 of the Disclosure Schedule contains a list briefly describes the current use or non-use, as the case may be, of all leases and subleases under which the Company or any of its Subsidiaries is either lessor or lessee of real property (the “Leased Real Property,” and together with the Owned Real Property, the “Real Property”). The Company or one of its Subsidiaries has a good and valid leasehold interest in each such Leased Real Property, free and clear of all Liens the Company does not have any interest in any other than Permitted Liensreal property. (b) Except as would not, except where individually or in the failure aggregate, reasonably be expected to have such leasehold interest would not have a Material Adverse Effect. The , (i) the Company has delivered valid and enforceable leasehold interests in all Leased Real Property and (ii) none of the Leased Real Property is subject to Buyer any Liens (other than Permitted Liens) or its counsel any other easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments. No person other than the Company leases, has a true tenancy or otherwise occupies, or has the right to occupy or use, the Leased Real Property other than pursuant to a Tenant Lease. (c) With respect to each Leased Real Property and Tenant Lease, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) such lease or sublease is legal, valid, binding, enforceable and in full force and effect; (ii) there exists no default under any such lease or sublease by the Company which has not been cured, and, to the knowledge of the Company, there has not occurred any event that (with the lapse of time or the giving of notice or both) would constitute, and no party to any such lease has given the Company written notice of or made a claim with respect to, a default on the part of the Company under any such lease or sublease; (iii) to the knowledge of the Company, no party (other than the Company) is in default, and there has not occurred any event that (with the lapse of time or giving of notice or both) would constitute a default by any such party under any such lease or sublease; (iv) all leasing, brokerage, finder and other similar fees and commissions that are due and payable by the Company with respect to such leases and subleases have been paid in full and (v) a true, correct and complete copy of every each such lease and sublease (including any renewal notices delivered thereunder) and any guaranty given with respect thereto has been furnished or made available to the Investor. (d) Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all Leased Real Property is in good and usable condition, subject to normal wear and tear and normal industry practice with respect to maintenance, and has such rights of egress and ingress, and such easements, rights of way and grants, as are necessary to allow such real property to be operated, and the business of the Company conducted with respect thereto to be conducted, as now operated and conducted. Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the Company’s knowledge, no improvement on any Leased Real Property encroaches on an adjacent property owner’s property, and no property owner’s property encroaches on any Leased Real Property. The Leased Real Property is all of the material real property assets which are used in or necessary to the continued conduct of the Company’s business as it is currently operated. (e) Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company, with respect to the Leased Real Property Property, has not violated (or will not violate with notice or the “Leases”)passing of time or both) any zoning, subdivision or building Law applicable thereto, including all applicable health, fire and safety Laws, ordinances and administrative regulations and (ii) the Company has not violated (or will not violate with notice or the passing of time or both) any covenants, conditions or restrictions contained in any easement, restrictive covenant or other similar instrument or agreement affecting the Leased Real Property. As of the date hereof the Company has not received from any Governmental Authority or any other person any written notice of any current or potential material violation of or material noncompliance with any of the matters set forth in clauses (i) and (ii) of the immediately preceding sentence. (f) Except where such failure as would not, individually or in the aggregate, reasonably be expected to be valid and enforceable in accordance with its terms would not have a Material Adverse Effect, each Lease there is valid and enforceable in accordance with its terms except that (a) such enforcement may be subject no pending or, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) To the knowledge of the Company, none of the Real Property is the subject of any material threatened condemnation or eminent domain proceeding. The proceeding or changes in zoning affecting the Leased Real Property is served by all waterthat would adversely affect the use, electricoperation, gasmaintenance, telephone, sewer and other utilities reasonably necessary for the conduct of business of the Company and its Subsidiaries as currently conductedenjoyment or value thereof in any material respect. (d) The Company and the Subsidiaries of the Company have good and marketable title to all material personal property owned by them, in each case free and clear of all Liens other than Permitted Liens.

Property and Leases. (a) The Company or one of the Company Subsidiaries owns, and has good title to, each of the tangible assets reflected as owned by the Company or the Company Subsidiaries on the 2009 Balance Sheet (except for tangible assets sold or disposed of since that date in the ordinary course of business and sales after the date of the 2009 Balance Sheet of assets no longer required for the conduct of the Business as presently conducted) free of any Liens other than Permitted Title Exceptions; provided, that no representation is made under this Section 4.13 with respect to Intellectual Property Rights. The Company and the Company Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted, with only such exceptions as, individually or in the aggregate, would not have a Material Adverse Effect. All of the machinery, equipment and other tangible personal property and assets owned or used by the Company and the Company Subsidiaries are in the condition and repair sufficient to conduct their respective businesses as currently conducted, with only such exceptions as, individually or in the aggregate, would not have a Material Adverse Effect. (b) Section 4.13(b) of the Disclosure Schedule contains sets forth a complete and accurate list of all real property owned by the Company or any of its the Company Subsidiaries (the “Company Owned Real Property”). The Company or a Subsidiary of and/or the Company has good Subsidiaries have good, valid and marketable title in fee title simple to each parcel of all Company Owned Real Property and all improvements located thereonproperty, free and clear of all Liens of any nature whatsoever except (i) Liens for current Taxes, payments of which are not yet delinquent or are being disputed in good faith, (ii) such imperfections in title and easements and encumbrances, if any, as are not substantial in character, amount or extent and do not materially detract from the value, or interfere with the present use of the property subject thereto or affected thereby, or otherwise materially impair the Company’s or any of the Company Subsidiaries’ business operations (in the manner presently carried on by the Company or such Company Subsidiaries), and (iii) for such matters that would not, individually or in the aggregate, have a Material Adverse Effect (collectively with the matter disclosed in the Disclosure Schedule, the “Permitted Title Exceptions”). The Company Owned Real Property is not subject to any special assessment, condemnation, eminent domain, zoning or other than Permitted Liensland-use regulation proceeding, nor any change in any Law or Permit that would prevent or materially delay consummation of the Offer or the Merger or reasonably be expected to be material to the Company or any Company Subsidiary or that seeks to impose any material legal restraint on or prohibition against or limit the Surviving Corporation’s ability to operate the business of the Company and the Company Subsidiaries substantially as it was operated prior to the date of this Agreement with respect to the Company Owned Real Property. Neither the Company nor any Company Subsidiary has leased or otherwise granted to any other person any rights to occupy or possess any part of the Company Owned Real Property, except for any such leases or grants that have previously terminated and leases of excess space that do not materially and adversely effect the conduct of the Company’s business as presently conducted. There are no outstanding options or other contractual rights to purchase, lease or use, or rights of first refusal to purchase, the Company Owned Real Property or any portion thereof or interests therein or contracts relating to the right to receive any portion of the income or profits from the sale, operation or development thereof. To the knowledge of the Company, all utility systems situated on and serving the Company Owned Real Property are adequate and suitable in all material respects for the purpose of conducting the Company’s business as presently conducted. (bc) Section 4.13 4.13(c) of the Disclosure Schedule contains sets forth a complete and accurate list of all material leases and subleases under of real property (“Company Leased Real Property”) to which the Company or any of its Subsidiaries Company Subsidiary is either lessor or lessee a party. All such leases of real property (to which the “Leased Real Property,” and together with the Owned Real Property, the “Real Property”). The Company or one any Company Subsidiary is a party, and all amendments and modifications thereto, are in full force and effect and have not been modified or amended, and there exists no default under any such lease by the Company or any Company Subsidiary, nor any event which, with notice or lapse of its Subsidiaries has time or both, would constitute a good and valid leasehold interest in each Leased Real Property, free and clear of all Liens other than Permitted Liensdefault thereunder by the Company or any Company Subsidiary, except where as would not prevent or materially delay consummation of the failure to have such leasehold interest Offer or the Merger and as, individually or in the aggregate, would not have a Material Adverse Effect. Except in compliance in all material respects with the term of the applicable lease, neither the Company nor any Company Subsidiary has made any material alterations, additions or improvements to the leased property that are required to be removed (or of which any landlord or sublandlord could require removal) at the termination of the applicable lease term. The Company has delivered to Buyer or its counsel a true and complete copy of every lease and sublease with respect to the Leased Real Property (is not subject to any special assessment, condemnation, eminent domain, zoning or other land-use regulation proceeding, nor any change in any Law or Permit that would prevent or materially delay consummation of the “Leases”). Except where such failure Offer or the Merger or reasonably be expected to be valid and enforceable in accordance with its terms would not have a Material Adverse Effect, each Lease is valid and enforceable in accordance with its terms except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and material to the discretion of the court before which Company or any proceeding therefor may be brought. (c) To the knowledge of the Company, none of the Real Property is the subject of Company Subsidiary or that seeks to impose any material condemnation legal restraint on or eminent domain proceeding. The Real Property is served by all water, electric, gas, telephone, sewer and other utilities reasonably necessary for prohibition against or limit the conduct of Surviving Corporation’s ability to operate the business of the Company and its Subsidiaries as currently conducted. (d) The Company and the Subsidiaries of the Company have good and marketable title Subsidiaries substantially as it was operated prior to all material personal property owned by them, in each case free and clear the date of all Liens other than Permitted Liensthis Agreement.

Property and Leases. (a) The Company or one of the Company Subsidiaries owns, and has good title to, each of the tangible assets reflected as owned by the Company or the Company Subsidiaries on the 2013 Balance Sheet (except for tangible assets sold or disposed of since that date in the ordinary course of business and sales after the date of the 2013 Balance Sheet of assets no longer required for the conduct of the Business as presently conducted) in all material respects, free of any Liens other than Permitted Title Exceptions; provided, that no representation is made under this Section 4.13 with respect to Intellectual Property Rights. The Company and the Company Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted, with only such exceptions as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Xxxxxxx Xxxxxx. All of the machinery, equipment and other tangible personal property and assets owned or used by the Company and the Company Subsidiaries are in the condition and repair sufficient to conduct their respective businesses as currently conducted, with only such exceptions as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect. (b) Section 4.13(b) of the Disclosure Schedule contains sets forth a complete and accurate list of all real property owned by the Company or any of its the Company Subsidiaries (the “Company Owned Real Property”). The Company or a Subsidiary of and/or the Company has Subsidiaries have good and marketable valid title in fee title simple to each parcel of all Company Owned Real Property and all improvements located thereonproperty, free and clear of all Liens of any nature whatsoever except (i) Liens for current Taxes, payments of which are not yet delinquent or are being contested in good faith and for which adequate reserves in accordance with GAAP have been established on the Company Financial Reports as adjusted in the ordinary course of business through the Effective Time; (ii) Liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other than Permitted Liens. like Liens arising in the ordinary course of business for sums not yet due and payable, (biii) security given in the ordinary course of business as of the Closing Date to any public utility, Governmental Authority or other statutory or public authority in connection with the assets of the Company or any Company Subsidiary; (iv) items which an inspection or survey of any Company Owned Real Property would disclose and which do not materially detract from the value of the Company Owned Real Property or materially interfere with the use or operation of the Company Owned Real Property; and (vii) those matters of record set forth on Section 4.13 4.13(b) of the Disclosure Schedule contains a list of all leases and subleases under which the Company or any of its Subsidiaries is either lessor or lessee of real property (the “Leased Real Property,” and together collectively with the Owned Real Propertymatter disclosed in the Disclosure Schedule, the “Real PropertyPermitted Title Exceptions”). The Neither the Company nor any Company Subsidiary has received written notice of any condemnation, expropriation or one of its Subsidiaries has a good and valid leasehold interest other proceeding in each Leased Real Property, free and clear of all Liens other than Permitted Liens, except where eminent domain affecting the failure to have such leasehold interest would not have a Material Adverse Effect. The Company has delivered to Buyer or its counsel a true and complete copy of every lease and sublease with respect to the Leased Owned Real Property (the “Leases”). Except where such failure to be valid and enforceable in accordance with its terms would not have a Material Adverse Effector any portion thereof or interest therein, each Lease is valid and enforceable in accordance with its terms except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion knowledge of the court before which any proceeding therefor may be brought. (c) Company, no such proceedings are threatened or proposed. To the knowledge of the Company, none of the Company Owned Real Property is not subject to any special assessment nor any zoning or other land-use regulation proceeding, nor any change in any Law or Permit that would reasonably be expected to prevent or materially delay beyond the subject Outside Date the consummation of the Offer or the Merger or that seeks to impose any material condemnation legal restraint on or eminent domain proceeding. The Real Property is served by all water, electric, gas, telephone, sewer and other utilities reasonably necessary for prohibition against or limit the conduct of Surviving Corporation’s ability to operate the business of the Company and its the Company Subsidiaries substantially as currently conductedit was operated prior to the date of this Agreement with respect to the Company Owned Real Property. Neither the Company nor any Company Subsidiary has leased or otherwise granted to any other person any rights to use, occupy or possess any part of the Company Owned Real Property. There are no outstanding options or other contractual rights to purchase, lease or use, or rights of first refusal to purchase, the Company Owned Real Property or any portion thereof or interests therein or contracts relating to the right to receive any portion of the income or profits from the sale, operation or development of Company Owned Real Property. (dc) The Section 4.13(c) of the Disclosure Schedule sets forth a complete and accurate list of all leases of real property (“Company Leased Real Property”) to which the Company or any Company Subsidiary is a party. All such leases of real property to which the Company or any Company Subsidiary is a party, and all amendments and modifications thereto, are in full force and effect and have not been modified or amended, and there exists no default under any such lease by the Company or any Company Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Company Subsidiary, except as would not reasonably be expected to prevent or materially delay beyond the Outside Date consummation of the Offer or the Merger and as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect. Except as would not reasonably be expected to prevent or materially delay beyond the Outside Date consummation of the Offer or the Merger and as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect, neither the Company nor any Company Subsidiary has made any material alterations, additions or improvements to the Company Leased Real Property that are required to be removed (or of which any landlord or sublandlord could require removal) at the termination of the applicable lease term. Neither the Company nor any Company Subsidiary has received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting the Company Leased Real Property or any portion thereof or interest therein, and to the knowledge of the Company, no such proceedings are threatened or proposed. To the knowledge of the Company, the Company Leased Real Property is not subject to any special assessment nor zoning or other land-use regulation proceeding, nor any change in any Law or Permit that would reasonably be expected to prevent or materially delay beyond the Outside Date the consummation of the Offer or the Merger or that seeks to impose any material legal restraint on or prohibition against or limit the Surviving Corporation’s ability to operate the business of the Company and the Company Subsidiaries substantially as it was operated prior to the date of this Agreement with respect to the Company Leased Real Property. Except as set forth in Section 4.13(c) of the Disclosure Schedule, neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted to any other person any rights to use, occupy or possess any part of the Company have good and marketable title to all material personal property owned by them, Leased Real Property. Neither the Company nor any Company Subsidiary has collaterally assigned or granted any other Lien in each case free and clear of all Liens other than Permitted Liensthe Company Leased Real Property.

Property and Leases. (a) The Company or one of the Company Subsidiaries owns, and has good title to, each of the tangible assets reflected as owned by the Company or the Company Subsidiaries on the 2010 Balance Sheet that are material to the Company and the Company Subsidiaries, taken as a whole (except for tangible assets sold or disposed of since that date in the ordinary course of business) free of any Liens, other than Permitted Liens. The Company and the Company Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted, with only such exceptions as would not have, individually or in the aggregate, a Material Adverse Effect. Except as would not have, individually or in the aggregate, a Material Adverse Effect, all of the machinery, equipment and other tangible personal property and assets owned or used by the Company and the Company Subsidiaries are usable in the ordinary course of business and are reasonably adequate and suitable for the uses to which they are being put. (b) Section 4.13 3.13(b) of the Disclosure Schedule contains sets forth a complete and accurate list of all real property owned by the Company or any of its the Company Subsidiaries (the “Company Owned Real Property”). The Company or a Subsidiary of and/or the Company has good Subsidiaries have good, valid and marketable title in fee title simple to each parcel of all Company Owned Real Property and all improvements located thereonproperty, free and clear of all Liens other than of any nature whatsoever except Permitted Liens. There are no outstanding options or other contractual rights to purchase, lease or use, or rights of first refusal to purchase, the Company Owned Real Property or any portion thereof or interests therein or contracts relating to the right to receive any portion of the income or profits from the sale, operation or development thereof. Except as would not have, individually or in the aggregate, a Material Adverse Effect, all of the buildings, fixtures and other improvements located on the Company Owned Real Property are adequate and suitable in all material respects for the purpose of conducting the Company’s business as presently conducted, and the operation thereof as presently conducted is not in violation in any material respect of any applicable building code, zoning ordinance or other applicable Law or Orders. (bc) Section 4.13 3.13(c) of the Disclosure Schedule contains sets forth a complete and accurate list of all leases and subleases under of real property greater than 10,000 square feet (a “Company Leased Real Property”) to which the Company or any of its Subsidiaries Company Subsidiary is either lessor or lessee of real property a party (the “Leased Real Property,” and together with the Owned Real Property, the “Real Property”). The Company or one of its Subsidiaries has a good and valid leasehold interest in each Leased Real Property, free and clear of all Liens other than Permitted Liens, except where the failure to have such leasehold interest would not have a Material Adverse Effect. The Company has delivered to Buyer or its counsel a true and complete copy of every lease and sublease with respect to the Leased Real Property (the “LeasesLease”). Except where such failure to be valid and enforceable in accordance with its terms as would not have have, individually or in the aggregate, a Material Adverse Effect, each Lease neither the Company nor any Company Subsidiary has made any material alterations, additions or improvements to the leased property that are required to be removed (or of which any landlord or sublandlord could require removal) at the termination of the applicable lease term. Except as would not have, individually or in the aggregate, a Material Adverse Effect, all of the buildings, fixtures and other improvements located on the Company Leased Real Property are adequate and suitable in all material respects for the purpose of conducting the Company’s business as presently conducted, and the operation thereof as presently conducted is valid and enforceable not in accordance with its terms except that (a) such enforcement may be subject to violation in any material respect of any applicable bankruptcybuilding code, insolvency, reorganization, moratorium zoning ordinance or other similar Laws, now applicable Law or hereafter in effect, affecting creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtOrder. (c) To the knowledge of the Company, none of the Real Property is the subject of any material condemnation or eminent domain proceeding. The Real Property is served by all water, electric, gas, telephone, sewer and other utilities reasonably necessary for the conduct of business of the Company and its Subsidiaries as currently conducted. (d) The Company and the Subsidiaries of the Company have good and marketable title to all material personal property owned by them, in each case free and clear of all Liens other than Permitted Liens.

Property and Leases. (a) Section 4.13 The Company or one of the Disclosure Schedule contains a list Company Subsidiaries owns, and has good and marketable title to, each of all real property the tangible assets reflected as owned by the Company or any the Company Subsidiaries on the Company Balance Sheet (except for tangible assets sold or disposed of its Subsidiaries (since that date in the “Owned Real Property”). The Company or a Subsidiary ordinary course of business and sales after the date of the Company has good and marketable fee title to each parcel Balance Sheet of Owned Real Property and assets no longer required for the conduct of their respective businesses as presently conducted) in all improvements located thereonmaterial respects, free and clear of all any Liens (other than Permitted Liens. (b) ); provided, that no representation is made under this Section 4.13 of the Disclosure Schedule contains a list of all leases and subleases under which the Company or any of its Subsidiaries is either lessor or lessee of real property (the “Leased Real Property,” and together with the Owned Real Property, the “Real Property”). The Company or one of its Subsidiaries has a good and valid leasehold interest in each Leased Real Property, free and clear of all Liens other than Permitted Liens, except where the failure to have such leasehold interest would not have a Material Adverse Effect. The Company has delivered to Buyer or its counsel a true and complete copy of every lease and sublease 3.12 with respect to the Leased Real Intellectual Property (the “Leases”)Rights. Except where such failure to be valid and enforceable in accordance with its terms would not have a Material Adverse Effect, each Lease is valid and enforceable in accordance with its terms except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) To the knowledge of the Company, none of the Real Property is the subject of any material condemnation or eminent domain proceeding. The Real Property is served by all water, electric, gas, telephone, sewer and other utilities reasonably necessary for the conduct of business of the Company and its Subsidiaries as currently conducted. (d) The Company and the Company Subsidiaries of the Company have good and marketable title to all material their tangible personal properties and assets to conduct their respective businesses as currently conducted, with only such exceptions as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect. All of the tangible personal property and assets owned or used by themthe Company and the Company Subsidiaries are in the condition and repair sufficient to conduct their respective businesses as currently conducted, with only such exceptions as, individually or in each case free the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect. (b) Neither the Company nor any Company Subsidiary owns, or has ever owned, any real property. (c) Section 3.12(c) of the Disclosure Schedule sets forth a complete and clear accurate list as of the date of this Agreement of all Liens material leases of real property (“Company Leased Real Property”) to which the Company or any Company Subsidiary is a party. All such material leases of real property to which the Company or any Company Subsidiary is a party, and all amendments and modifications thereto, are in full force and effect and have not been modified or amended, and there exists no default under any such lease by the Company or any Company Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Company Subsidiary, except as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect. Except as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect, neither the Company nor any Company Subsidiary has made any material alterations, additions or improvements to the Company Leased Real Property that are required to be removed (or of which any landlord or sublandlord could require removal) at the termination of the applicable lease term. As of the date of this Agreement and except as would not have, or be reasonably expected to have, a Material Adverse Effect: (i) neither the Company nor any Company Subsidiary has received written notice of any condemnation, expropriation or other than Permitted Liensproceeding in eminent domain affecting the Company Leased Real Property or any portion thereof or interest therein, and to the knowledge of the Company, no such proceedings are threatened or (ii) to the knowledge of the Company, the Company Leased Real Property is not subject to any special assessment nor zoning or other land-use regulation proceeding, nor any change in any Law or Permit that seeks to impose any material legal restraint on or prohibition against or limit the Surviving Corporation’s ability to operate the business of the Company and the Company Subsidiaries substantially as it was operated prior to the date of this Agreement with respect to the Company Leased Real Property. Except as would not have, or be reasonably expected to have, a Material Adverse Effect: (A) except as set forth in Section 3.12(c) of the Disclosure Schedule, neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted to any other person any rights to use, occupy or possess any part of the Company Leased Real Property and (B) neither the Company nor any Company Subsidiary has collaterally assigned or granted any other Lien in the Company Leased Real Property.

Property and Leases. (a) The real property assets which are listed on Section 4.13 4.19 of the Company Disclosure Schedule contains a list constitute all of all the principal real property owned owned, leased, subleased or used by the Company or any of and its Subsidiaries (the “Owned Real Property”)Subsidiaries. The Company or a Subsidiary has made available to Parent true and complete copies of all the leases, including any amendments thereto, any assignments thereof and all non-disturbance agreements related thereto, with respect to the leased properties listed in Section 4.19 of the Company has good Disclosure Schedule, and marketable fee title to each parcel such documents are listed in Section 4.19 of Owned Real Property and all improvements located thereon, free and clear of all Liens other than Permitted Liensthe Company Disclosure Schedule. (b) Section 4.13 of the Disclosure Schedule contains a list of all leases and subleases under which the Company or any of its Subsidiaries is either lessor or lessee of real property (the “Leased Real Property,” and together with the Owned Real Property, the “Real Property”). The Company or one of its Subsidiaries has a good and in the case of real property owned in the United States insurable fee simple title to, in the case of real property owned outside of the United States fee simple title to, or in the case of leased property has valid leasehold interest interests in, all real property assets listed on Section 4.19 of the Company Disclosure Schedule, and good title to all other assets, in each Leased Real Propertycase, reflected in the Company Balance Sheet or represented to Parent as being owned by the Company or one of its Subsidiaries or acquired after the date thereof, free and clear of all Liens of any nature whatsoever other than Permitted LiensLiens and, except where the failure to have such leasehold interest would not have a Material Adverse Effect. The Company has delivered to Buyer or its counsel a true and complete copy of every lease and sublease with respect to such real property assets, Liens which would not materially and adversely effect the Leased Real Property current use of such real property assets. (c) The Company or one of its Subsidiaries is in possession of all leased real property listed in Section 4.19 of the “Leases”). Except where Company Disclosure Schedule and, with respect to such failure leased property and with respect to be valid all other leased real property of the Company or any of its Subsidiaries, (i) all leases of such real property are in good standing and are valid, binding and enforceable in accordance with its their respective terms and (ii) there does not exist under any such lease any default or any event which with notice or lapse of time or both would constitute a default, except to the extent any unenforceability, default or event, individually or in the aggregate, would reasonably be expected not to have a Material Adverse Effect, each Lease is valid and enforceable in accordance with its terms except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) To the knowledge of Effect on the Company, none of the Real Property is the subject of any material condemnation or eminent domain proceeding. The Real Property is served by all water, electric, gas, telephone, sewer and other utilities reasonably necessary for the conduct of business of the Company and its Subsidiaries as currently conducted. (d) The Company material plants, buildings, structures and the Subsidiaries of equipment owned or leased and currently used by the Company have good been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and marketable title to all material personal property owned by themlength of use of same, ordinary wear and tear excepted), are adequate and suitable for their present and intended uses and, in each the case free of plants, buildings and clear of all Liens other than Permitted Liensstructures (including the roofs thereof), are structurally sound.

Property and Leases. (a) Section 4.13 The Company or one of the Disclosure Schedule contains a list Company Subsidiaries owns, and has good title to, each of all real property the tangible assets reflected as owned by the Company or any the Company Subsidiaries on the Company Balance Sheet (except for tangible assets sold or disposed of its Subsidiaries (since that date in the “Owned Real Property”). The Company or a Subsidiary ordinary course of business and sales after the date of the Company has good and marketable fee title to each parcel Balance Sheet of Owned Real Property and assets no longer required for the conduct of the business of the Company as presently conducted) in all improvements located thereonmaterial respects, free and clear of all any Liens (other than Permitted Liens); provided, that for clarity, no representation is made under this Section 4.13 with respect to Intellectual Property. The Company and the Company Subsidiaries have sufficient title to all their tangible personal properties and assets to conduct their respective businesses as currently conducted, with only such exceptions as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect. All of the tangible personal property and assets owned or used by the Company and the Company Subsidiaries are in the condition and repair sufficient to conduct their respective businesses as currently conducted, with only such exceptions as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect. (b) Neither the Company nor any Company Subsidiary owns any real property. (c) Section 4.13 4.13(c) of the Disclosure Schedule contains sets forth a complete and accurate list (including the street address) as of the date of this Agreement of all leases Leases (together with all amendments, extensions, renewals, guaranties and subleases under other agreements related thereto) of real property (“Company Leased Real Property”) to which the Company or any of its Subsidiaries Company Subsidiary is either lessor or lessee of real property (the “Leased Real Property,” and together with the Owned Real Property, the “Real Property”). The Company or one of its Subsidiaries has a good and valid leasehold interest in each Leased Real Property, free and clear of all Liens other than Permitted Liens, except where the failure to have such leasehold interest would not have a Material Adverse Effectparty. The Company has delivered to Buyer or its counsel Purchaser a true and complete copy of every each Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. All such Leases to which the Company or any Company Subsidiary is a party, and all amendments and modifications thereto, are enforceable and in full force and effect and have not been modified or amended, and neither the Company or any Company Subsidiary nor, to the knowledge of the Company as of the date of this Agreement, is any other party thereto in breach or default under any such Lease, nor, to the knowledge of the Company, has any event occurred or circumstance exists which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Company Subsidiary, except as would not reasonably be expected to prevent or materially delay beyond the Outside Date consummation of the Offer or the Merger and as, individually or in the aggregate, has not been, and would not reasonably be expected to be material to the Company and Company Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary has made any material alterations, additions or improvements to the Company Leased Real Property that are required to be removed (or of which any landlord or sublandlord could require removal) at the termination of the applicable lease term. As of the date of this Agreement, neither the Company nor any Company Subsidiary has received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting the Company Leased Real Property or any portion thereof or interest therein, and sublease to the knowledge of the Company, no such proceedings are threatened or proposed. As of the date of this Agreement, to the knowledge of the Company, the Company Leased Real Property is not subject to any special assessment nor zoning or other land-use regulation proceeding, nor any change in any Law or Permit that would reasonably be expected to prevent or materially delay beyond the Outside Date the consummation of the Offer or the Merger or that seeks to impose any material legal restraint on or prohibition against or limit the Surviving Corporation’s ability to operate the business of the Company and the Company Subsidiaries substantially as it was operated prior to the date of this Agreement with respect to the Company Leased Real Property (the “Leases”)Property. Except where such failure as set forth in Section 4.13(c) of the Disclosure Schedule, neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted to be valid any other person any rights to use, occupy or possess any part of the Company Leased Real Property. Neither the Company nor any Company Subsidiary has collaterally assigned or granted any other Lien in the Company Leased Real Property. With respect to each Company Leased Real Property, as of the date of this Agreement and enforceable in accordance with its terms except as would not have or reasonably be expected to have a Material Adverse Effect, each (i) neither the Company nor any Company Subsidiary’s possession and quiet enjoyment of the Company Leased Real Property under Lease is valid and enforceable in accordance with its terms except that (a) such enforcement may be subject to applicable bankruptcyhas been disturbed, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (c) To the knowledge of the Company, none there are no disputes with respect to such Lease; (ii) neither the Company nor any Company Subsidiary has received any written notice that would reasonably be likely to cause either the Company or any Company Subsidiary to materially curtail its operations at such property, or that would reasonably be expected to materially impair such operations; (iii) to the knowledge of the Company, each Company Leased Real Property is the subject of any material condemnation or eminent domain proceeding. The in compliance with all applicable Laws; and (iv) all utilities presently serving each Company Leased Real Property is served by all water, electric, gas, telephone, sewer and other utilities reasonably necessary for are presently adequate to service the conduct of business existing normal operations of the Company and its Subsidiaries as currently conducted. (d) The Company and the Subsidiaries of the Company have good and marketable title to all material personal property owned by them, in each case free and clear of all Liens other than Permitted LiensSubsidiaries.

Property and Leases. (a) The Company or one of the Company Subsidiaries owns, and has good title to, each of the tangible assets reflected as owned by the Company or the Company Subsidiaries on the 2009 Balance Sheet (except for tangible assets sold or disposed of since that date in the ordinary course of business and sales after the date of the 2009 Balance Sheet of assets no longer required for the conduct of the Business as presently conducted) in all material respects, free of any Liens other than Permitted Title Exceptions; provided, that no representation is made under this Section 4.13 with respect to Intellectual Property Rights. The Company and the Company Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted, with only such exceptions as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect. All of the machinery, equipment and other tangible personal property and assets owned or used by the Company and the Company Subsidiaries are in the condition and repair sufficient to conduct their respective businesses as currently conducted, with only such exceptions as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect. (b) Section 4.13(b) of the Disclosure Schedule contains sets forth a complete and accurate list of all real property owned by the Company or any of its the Company Subsidiaries (the “Company Owned Real Property”). The Company or a Subsidiary of and/or the Company has Subsidiaries have good and marketable valid title in fee title simple to each parcel of all Company Owned Real Property and all improvements located thereonproperty, free and clear of all Liens of any nature whatsoever except (i) Liens for current Taxes, payments of which are not yet delinquent or are being contested in good faith and for which adequate reserves in accordance with GAAP have been established on the Company Financial Reports as adjusted in the ordinary course of business through the Effective Time; (ii) Liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other than Permitted Liens. like Liens arising in the ordinary course of business for sums not yet due and payable, (biii) security given in the ordinary course of business as of the Closing Date to any public utility, Governmental Authority or other statutory or public authority in connection with the assets of the Company or any Company Subsidiary; (iv) items which an inspection or survey of any Company Owned Real Property would disclose and which do not materially detract from the value of the Company Owned Real Property or materially interfere with the use or operation of the Company Owned Real Property; and (vii) those matters of record set forth on Section 4.13 4.13(b) of the Disclosure Schedule contains a list of all leases and subleases under which the Company or any of its Subsidiaries is either lessor or lessee of real property (the “Leased Real Property,” and together collectively with the Owned Real Propertymatter disclosed in the Disclosure Schedule, the “Real PropertyPermitted Title Exceptions”). The Neither the Company nor any Company Subsidiary has received written notice of any condemnation, expropriation or one of its Subsidiaries has a good and valid leasehold interest other proceeding in each Leased Real Property, free and clear of all Liens other than Permitted Liens, except where eminent domain affecting the failure to have such leasehold interest would not have a Material Adverse Effect. The Company has delivered to Buyer or its counsel a true and complete copy of every lease and sublease with respect to the Leased Owned Real Property (the “Leases”). Except where such failure to be valid and enforceable in accordance with its terms would not have a Material Adverse Effector any portion thereof or interest therein, each Lease is valid and enforceable in accordance with its terms except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion knowledge of the court before which any proceeding therefor may be brought. (c) Company, no such proceedings are threatened or proposed. To the knowledge of the Company, none of the Company Owned Real Property is not subject to any special assessment nor any zoning or other land-use regulation proceeding, nor any change in any Law or Permit that would reasonably be expected to prevent or materially delay beyond the subject Outside Date the consummation of the Offer or the Merger or that seeks to impose any material condemnation legal restraint on or eminent domain proceeding. The Real Property is served by all water, electric, gas, telephone, sewer and other utilities reasonably necessary for prohibition against or limit the conduct of Surviving Corporation’s ability to operate the business of the Company and its the Company Subsidiaries substantially as currently conductedit was operated prior to the date of this Agreement with respect to the Company Owned Real Property. Neither the Company nor any Company Subsidiary has leased or otherwise granted to any other person any rights to use, occupy or possess any part of the Company Owned Real Property. There are no outstanding options or other contractual rights to purchase, lease or use, or rights of first refusal to purchase, the Company Owned Real Property or any portion thereof or interests therein or contracts relating to the right to receive any portion of the income or profits from the sale, operation or development of Company Owned Real Property. (dc) The Section 4.13(c) of the Disclosure Schedule sets forth a complete and accurate list of all leases of real property (“Company Leased Real Property”) to which the Company or any Company Subsidiary is a party. All such leases of real property to which the Company or any Company Subsidiary is a party, and all amendments and modifications thereto, are in full force and effect and have not been modified or amended, and there exists no default under any such lease by the Company or any Company Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Company Subsidiary, except as would not reasonably be expected to prevent or materially delay beyond the Outside Date consummation of the Offer or the Merger and as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect. Except as would not reasonably be expected to prevent or materially delay beyond the Outside Date consummation of the Offer or the Merger and as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect, neither the Company nor any Company Subsidiary has made any material alterations, additions or improvements to the Company Leased Real Property that are required to be removed (or of which any landlord or sublandlord could require removal) at the termination of the applicable lease term. Neither the Company nor any Company Subsidiary has received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting the Company Leased Real Property or any portion thereof or interest therein, and to the knowledge of the Company, no such proceedings are threatened or proposed. To the knowledge of the Company, the Company Leased Real Property is not subject to any special assessment nor zoning or other land-use regulation proceeding, nor any change in any Law or Permit that would reasonably be expected to prevent or materially delay beyond the Outside Date the consummation of the Offer or the Merger or that seeks to impose any material legal restraint on or prohibition against or limit the Surviving Corporation’s ability to operate the business of the Company and the Company Subsidiaries substantially as it was operated prior to the date of this Agreement with respect to the Company Leased Real Property. Neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted to any other person any rights to use, occupy or possess any part of the Company have good and marketable title to all material personal property owned by them, Leased Real Property. Neither the Company nor any Company Subsidiary has collaterally assigned or granted any other Lien in each case free and clear of all Liens other than Permitted Liens.the Company Leased Real Property

Property and Leases. (a) Section 4.13 of the Disclosure Schedule contains a list of all real property owned by Neither the Company or nor any of its Subsidiaries (the “Owned Real Property”). The Company or a Subsidiary of the Company has good and marketable fee title to each parcel of Owned Real Property and all improvements located thereon, free and clear of all Liens other than Permitted Liensowns any real property. (b) Section 4.13 3.13(b) of the Disclosure Schedule contains sets forth a complete and accurate list as of the date of this Agreement of all leases and subleases under of real property (“Company Leased Real Property”) to which the Company or any Company Subsidiary is a party, including the location of its Subsidiaries is either lessor the premises leased, subleased or lessee of real property (licensed pursuant to the “lease for such Company Leased Real Property,” and together with the Owned Real Property, the “Real Property”). The All such leases of Company or one of its Subsidiaries has a good and valid leasehold interest in each Leased Real Property, free and clear all amendments and modifications thereto, are in full force and effect and have not been modified or amended, and there exists no default under any such lease by the Company or any Company Subsidiary, nor any event which, with notice or lapse of all Liens other than Permitted Lienstime or both, would constitute a default thereunder by the Company or any Company Subsidiary, except where the failure to have such leasehold interest as would not have a Material Adverse Effect. The Company has delivered reasonably be expected to Buyer prevent or its counsel a true delay beyond the Outside Date consummation of the Share Purchase or any other Transactions and complete copy of every lease and sublease with respect as, individually or in the aggregate, would not be material to the Company and the Company Subsidiaries, taken as a whole. Except as would not reasonably be expected to prevent or delay beyond the Outside Date consummation of the Share Purchase or any other Transactions and as, individually or in the aggregate, would not be material to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any Company Subsidiary has made any material alterations, additions or improvements to the Company Leased Real Property (the “Leases”). Except where such failure that are required to be valid and enforceable in accordance with its terms would not have a Material Adverse Effectremoved (or of which any landlord or sublandlord could require removal) at the termination of the applicable lease term. Neither the Company nor any Company Subsidiary has received written notice of any condemnation, each Lease is valid and enforceable in accordance with its terms except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium expropriation or other similar Lawsproceeding in eminent domain affecting the Company Leased Real Property or any portion thereof or interest therein, now or hereafter in effect, affecting creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion knowledge of the court before which any proceeding therefor may be brought. (c) Company, no such proceedings are threatened or proposed. To the knowledge of the Company, none of the Company Leased Real Property is not subject to any special assessment nor zoning or other land-use regulation proceeding, nor any change in any Law or Permit that would reasonably be expected to prevent or delay beyond the subject Outside Date the consummation of the Share Purchase or any other Transactions or that seeks to impose any material condemnation legal restraint on or eminent domain proceeding. The Real Property is served by all water, electric, gas, telephone, sewer and other utilities reasonably necessary for prohibition against or limit the conduct of Company’s ability to operate the business of the Company and its the Company Subsidiaries substantially as currently conductedit was operated prior to the date of this Agreement with respect to the Company Leased Real Property. (dc) The Except as set forth in Section 3.13(c) of the Disclosure Schedule, neither the Company and the Subsidiaries nor any Company Subsidiary has subleased, licensed or otherwise granted to any other person any rights to use, occupy or possess any part of the Company have good and marketable title to all material personal property owned by them, in each case free and clear of all Liens Leased Real Property. Neither the Company nor any Company Subsidiary has collaterally assigned or granted any other Lien (other than Permitted Liens) in the Company Leased Real Property.