Common use of Property Leases Clause in Contracts

Property Leases. (a) Section 4.13(a) of the Company Disclosure Letter contains a true, correct and complete list of, and describes briefly, (i) all real property and interests in real property owned in fee by the Company and its Subsidiaries (collectively, the “Company Owned Real Property”), and (ii) all real property and interests in real property leased or subleased by the Company and its Subsidiaries from or to any person (collectively, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). The Company has Made Available to AcquisitionCo, with respect to each of the Company Leased Real Properties, all existing leases, subleases, licenses and other occupancy contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, and all amendments, modifications, extensions and supplements thereto (collectively, the “Company Tenant Leases”), regardless of whether the terms thereof have commenced. (b) The Company and its Subsidiaries have good and marketable fee simple title to all Company Owned Real Property, free and clear of all Encumbrances, except (A) those Encumbrances set forth in Section 4.13(b) of the Company Disclosure Letter and (B) Permitted Encumbrances. The Company Real Property constitutes all interests in real property currently used, occupied or currently held for use in connection with the respective businesses of the Company and its Subsidiaries and that are necessary for the continued operation in all material respects of the respective businesses of the Company and its Subsidiaries as such businesses are currently conducted. All of the Company Real Property, fixtures and improvements thereon owned or leased by the Company and its Subsidiaries are in reasonably good operating condition without material structural defects, and all mechanical and other building systems located thereon are in reasonably good operating condition and suitable, sufficient and appropriate in all material respects for their current uses. (c) Except for any Company Tenant Lease that expires in accordance with its terms, the Company and its Subsidiaries have, and after the Effective Time, will continue to have, a valid and enforceable leasehold interest under each of the Company Tenant Leases, free and clear of all Encumbrances other than Permitted Encumbrances, and each of the Company Tenant Leases is, and after the Effective Time will continue to be, in full force and effect. Neither the Company nor any of its Subsidiaries is in material default under any Company Tenant Lease, and to the Company’s knowledge, no events have occurred that, if not remedied, whether with or without notice or the passage of time or both, would result in such a default. Neither the Company nor any of its Subsidiaries has received any notice of any material default (after giving effect to any applicable notice and cure period) or event that with notice or lapse of time, or both, would constitute a material default (after giving effect to any applicable notice and cure period) by the Company or any of its Subsidiaries under any of the Company Tenant Leases which event or default remains uncured and, to the Company’s knowledge, no other party is in material default (after giving effect to any applicable notice and cure period) thereof, and no party to any Company Tenant Lease has exercised any termination rights with respect thereto.

Property Leases. (a) Section 4.13(a) of the Company Disclosure Letter contains a true, correct and complete list of, and describes briefly, (i) all real property and interests in real property owned in fee by each of the Company and its Subsidiaries (collectively, the “Company Owned Real Property”), and (ii) all real property and interests in real property leased or subleased by each of the Company and its Subsidiaries from or to any person person, which lease or sublease involves annual payments to or from the Company or any of its Subsidiaries of $100,000 or more or aggregate payments to or from the Company or any of its Subsidiaries of $250,000 or more (collectively, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). The Company has Made Available to AcquisitionCoParent, with respect to each of the Company Leased Real Properties, all existing leases, subleases, licenses and other occupancy contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, and all amendments, modifications, extensions and supplements thereto (collectively, the “Company Tenant Leases”), regardless of whether the terms thereof have commenced. (b) The Each of the Company and its Subsidiaries have has good and marketable fee simple title to all Company Owned Real PropertyProperty owned by it, free and clear of all Encumbrances, except (A) those Encumbrances set forth in Section 4.13(b) of the Company Disclosure Letter and (B) Permitted Encumbrances. The Company Real Property constitutes all interests in real property currently used, occupied or currently held for use in connection with the respective businesses of the Company and its Subsidiaries and that are necessary for the continued operation in all material respects of the respective businesses of the Company and its Subsidiaries as such businesses are currently conducted. All of the Company Real Property, fixtures and improvements thereon owned or leased by the Company and its Subsidiaries are in reasonably good operating condition without material structural defects, and all mechanical and other building systems located thereon are in reasonably good operating condition and suitable, sufficient and appropriate in all material respects for their current uses. (c) Except for any Company Tenant Lease that expires in accordance with its terms, each of the Company and its Subsidiaries havehas, and, assuming all consents set forth in Section 4.05(a) of the Company Disclosure Letter are obtained, after each of the Acceptance Time and after the Effective Time, will continue to have, a valid and enforceable leasehold interest under each of the Company Tenant LeasesLeases to which it is a party or by which it is bound, free and clear of all Encumbrances other than Permitted Encumbrances, and each of the Company Tenant Leases is, and after each of the Acceptance Time and the Effective Time will continue to be, in full force and effect. Neither the Company nor any of its Subsidiaries is in material default under any Company Tenant Lease, and to the Company’s knowledge, no events have occurred that, if not remedied, whether with or without notice or the passage of time or both, would result in such a default. Neither the Company nor any of its Subsidiaries has received any written notice of any material default (after giving effect to any applicable notice and cure period) or event that with notice or lapse of time, or both, would constitute a material default (after giving effect to any applicable notice and cure period) by the Company or any of its Subsidiaries under any of the Company Tenant Leases which event or default remains uncured and, to the Company’s knowledge, no other party is in material default (after giving effect to any applicable notice and cure period) thereof, and no party to any Company Tenant Lease has exercised any termination rights with respect thereto.

Property Leases. (a) Section SECTION 4.13(a) of the Company Disclosure Letter contains a true, correct and complete list of, and describes briefly, (i) all real property and interests in real property property, including improvements thereon and easements appurtenant thereto owned in fee by the Company and its the Subsidiaries (collectively, the “Company Owned Real Property”"OWNED REAL PROPERTY"), and (ii) all real property and interests in real property leased or subleased by the Company and its the Subsidiaries from or to any person or otherwise having any right, title or interest in or to or any liability with respect thereto (collectively, the “Company Leased Real Property” "LEASED REAL PROPERTY" and, together with the Company Owned Real Property, being referred to herein collectively as the “Company "REAL PROPERTY") and briefly describes the current use or non-use, as the case may be, of such Leased Real Property”). The list set forth in SECTION 4.13(a) of the Company has Made Available to AcquisitionCoDisclosure Letter: (i) contains, with respect to each of the Company Leased Real Properties, all existing leases, subleases, licenses and or other occupancy contracts to which the Company or any of its the Subsidiaries is a party or by which the Company or any of its the Subsidiaries is bound, and all amendments, modifications, extensions and supplements thereto (collectively, the “Company Tenant Leases”"TENANT LEASES"), regardless of whether the terms thereof have commenced; and (ii) sets forth, with respect to each Tenant Lease, as of the date of this Agreement, (A) the name of the tenant, (B) the space demised, (C) the monthly fixed rent and the date through which it has been paid, (D) the unapplied amount of the security deposit (if any), (E) the expiration date, and (F) any arrears of rents or other payments and the amount thereof. Such list (including all explanatory footnotes thereto) is true, correct and complete in all material respects. (b) The Company and its the Subsidiaries have good and marketable fee simple title to all Company Owned Real Property, free and clear of all Encumbrances, except (A) those Encumbrances set forth in Section SECTION 4.13(b) of the Company Disclosure Letter and (B) Permitted Encumbrances. The Company Real Property constitutes all interests in real property currently used, occupied or currently held for use in connection with the respective businesses of the Company and its Subsidiaries and that are necessary for the continued operation in all material respects of the respective businesses of the Company and its Subsidiaries as such businesses are currently conducted. All of the Company Real Property, fixtures and improvements thereon owned or leased by the Company and its Subsidiaries are in reasonably good operating condition without material structural defects, and all mechanical and other building systems located thereon are in reasonably good operating condition and suitable, sufficient and appropriate in all material respects for their current uses. (c) Except for any Company Tenant Lease that expires in accordance with its terms, the Company and its Subsidiaries have, and after the Effective Time, will continue to have, a valid and enforceable leasehold interest under each of the Company Tenant Leases, free and clear of all Encumbrances other than Permitted Encumbrances, and each of the Company Tenant Leases is, and after the Effective Time will continue to be, in full force and effect. Neither the Company nor any of its Subsidiaries is in material default under any Company Tenant Lease, and to the Company’s knowledge, no events have occurred that, if not remedied, whether with or without notice or the passage of time or both, would result in such a default. Neither the Company nor any of its Subsidiaries has received any notice of any material default (after giving effect to any applicable notice and cure period) or event that with notice or lapse of time, or both, would constitute a material default (after giving effect to any applicable notice and cure period) by the Company or any of its Subsidiaries under any of the Company Tenant Leases which event or default remains uncured and, to the Company’s knowledge, no other party is in material default (after giving effect to any applicable notice and cure period) thereof, and no party to any Company Tenant Lease has exercised any termination rights with respect thereto.)

Property Leases. (a) Section 4.13(a) of the Company Disclosure Letter contains a true, correct and complete list of, and describes briefly, (i) all real property and interests in real property owned in fee by each of the Company and its Subsidiaries (collectively, the “Company Owned Real Property”), and (ii) all real property and interests in real property leased or subleased by each of the Company and its Subsidiaries from or to any person person, which lease or sublease involves annual payments to or from the Company or any of its Subsidiaries of $50,000 or more or aggregate payments to or from the Company or any of its Subsidiaries of $100,000 or more (collectively, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). The Company has Made Available to AcquisitionCoParent, with respect to each of the Company Leased Real Properties, all existing leases, subleases, licenses and other occupancy contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, and all amendments, modifications, extensions and supplements thereto (collectively, the “Company Tenant Leases”), regardless of whether the terms thereof have commenced. (b) The Each of the Company and its Subsidiaries have has good and marketable fee simple title to all Company Owned Real PropertyProperty owned by it, free and clear of all Encumbrances, except (A) those Encumbrances set forth in Section 4.13(b) of the Company Disclosure Letter and (B) Permitted Encumbrances. The Company Real Property constitutes all interests in real property currently used, occupied or currently held for use in connection with the respective businesses of the Company and its Subsidiaries and that are necessary for the continued operation in all material respects of the respective businesses of the Company and its Subsidiaries as such businesses are currently conducted. All of the Company Real Property, fixtures and improvements thereon owned or leased by the Company and its Subsidiaries are in reasonably good operating condition without material structural defects, and all mechanical and other building systems located thereon are in reasonably good operating condition and suitable, sufficient and appropriate in all material respects for their current uses. (c) Except for any Company Tenant Lease that expires in accordance with its terms, each of the Company and its Subsidiaries havehas, and, assuming all consents set forth in Section 4.05(a) of the Company Disclosure Letter are obtained, after each of the Acceptance Time and after the Effective Time, will continue to have, a valid and enforceable leasehold interest under each of the Company Tenant LeasesLeases to which it is a party or by which it is bound, free and clear of all Encumbrances other than Permitted Encumbrances, and each of the Company Tenant Leases is, and after each of the Acceptance Time and the Effective Time will continue to be, in full force and effect. Neither the Company nor any of its Subsidiaries is in material default under any Company Tenant Lease, and to the Company’s knowledge, no events have occurred that, if not remedied, whether with or without notice or the passage of time or both, would result in such a default. Neither the Company nor any of its Subsidiaries has received any written notice of any material default (after giving effect to any applicable notice and cure period) or event that with notice or lapse of time, or both, would constitute a material default (after giving effect to any applicable notice and cure period) by the Company or any of its Subsidiaries under any of the Company Tenant Leases which event or default remains uncured and, to the Company’s knowledge, no other party is in material default (after giving effect to any applicable notice and cure period) thereof, and no party to any Company Tenant Lease has exercised any termination rights with respect thereto.