Common use of Real and Personal Properties Clause in Contracts

Real and Personal Properties. (i) Schedule 2.2(j)(i) contains a complete and correct list of all of the Leased Real Property. With respect to each Leased Real Property, the Company or a Subsidiary of the Company owns a leasehold estate in such Leased Real Property, free and clear of all Liens except Permitted Liens. No material default by the Company or any of its Subsidiaries, or to the Knowledge of the Company, the applicable landlord, exists under any lease with respect to the Leased Real Property and each material lease with respect to the Leased Real Property is legal, valid, binding and enforceable and in full force and effect. (ii) Schedule 2.2(j)(ii) sets forth a complete and correct list of all Owned Real Property. With respect to each Owned Real Property, (A) either the Company or a Subsidiary of the Company owns title in fee simple to such Owned Real Property, free and clear of all Liens except for Permitted Liens, (B) there are no material outstanding options or rights of first refusal in favor of any other Person to purchase or lease such Owned Real Property or any portion thereof or interest therein, and (C) there are no material leases, subleases, licenses, options, rights, concessions or other agreements affecting any portion of such Owned Real Property. (iii) The Company or one of its Subsidiaries has good title to all of the material assets (other than Owned Real Property) reflected in the most recent balance sheet included in the Financial Statements as being owned and all material assets thereafter acquired by the Company or any Subsidiary of the Company (except to the extent that such assets have been disposed of after the date of the latest balance sheet in the Financial Statements in the ordinary course of business consistent with past practice or pursuant to existing contracts), free and clear of all Liens other than Permitted Liens, and all other material assets used in the businesses of the Company and its Subsidiaries are leased or licensed by the Company or one of its Subsidiaries.

Real and Personal Properties. (a) Section 3.15 of the Company Disclosure Letter sets forth a true, accurate and complete list of the addresses of all real property (i) Schedule 2.2(j)(iowned by the Company and each Company Subsidiary (the “Owned Real Property”) contains or (ii) leased, subleased by, licensed or with respect to which a right to use or occupy has been granted to or by the Company and each Company Subsidiary (the “Leased Real Property”, and together with the Owned Real Property, the “Real Property”), in each case, other than as relates solely to the Life Sciences Assets or Life Sciences Liabilities. The Company Disclosure Letter also sets forth beneath the addresses a true, accurate and complete and correct list of all of real property leases, including all amendments thereto, relating to the Owned Real Property and the Leased Real Property. With respect to each Leased , specifying the lessor(s) and lessee(s) of such leased property and the date of such lease (each, a “Real PropertyProperty Lease” and collectively, the “Real Property Leases”). The Company or a Subsidiary has delivered to Parent true, correct and complete copies of the Company owns a leasehold estate in such Leased Real Property, free and clear of all Liens except Permitted Liens. No material default by the Company or any of its Subsidiaries, or to the Knowledge of the Company, the applicable landlord, exists under any lease with respect to the Leased Real Property and Leases in each material lease with respect to the Leased Real Property is legalcase, valid, binding and enforceable as amended or otherwise modified and in full force and effect. (iib) Schedule 2.2(j)(iiThe Company and its Subsidiaries have (i) sets forth a complete good and correct list valid fee simple title to all of all Owned Real Property. With respect to each the Owned Real Property, (Aii) either except as relates solely to the Company Life Sciences Assets or a Subsidiary Life Sciences Liabilities, good and valid title to all the personal properties and assets reflected on the most recent audited balance sheet of the Company owns title and its Subsidiaries included in fee simple to such Owned Real Property, free and clear of all Liens except for Permitted Liens, (B) there are no material outstanding options or rights of first refusal in favor of any other Person to purchase or lease such Owned Real Property or any portion thereof or interest therein, and (C) there are no material leases, subleases, licenses, options, rights, concessions or other agreements affecting any portion of such Owned Real Property. (iii) The the Company SEC Documents as being owned by the Company or one of its Subsidiaries has good title to all of or acquired after the material assets (other than Owned Real Property) reflected in the most recent balance sheet included in the Financial Statements as being owned and all material assets thereafter acquired by the Company or any Subsidiary of the Company date thereof (except to the extent for properties and assets that such assets have been disposed of after the date of the latest balance sheet in the Financial Statements in the ordinary course of business consistent with past practice or pursuant to existing contracts)since the date thereof) and (iii) valid leasehold interests in all of the Leased Real Property, in each case free and clear of all Liens Liens, other than Permitted Liens. The Real Property, and together with permanent easements appurtenant thereto, includes all other material assets of the real property used or held for use in connection with or otherwise required to carry on the businesses business of the Company and its Subsidiaries are leased or licensed by the Company or one Subsidiaries as currently conducted in all material respects. There is no pending or, to Company’s Knowledge, threatened in writing eminent domain taking affecting any of its Subsidiariesthe Real Property.

Real and Personal Properties. (ia) Schedule 2.2(j)(i3.10(a) contains a complete and correct list of all of the Leased Real Property. With respect to each Leased Real Property, the Company or a Subsidiary of the Company owns a leasehold estate in such Leased Real Property, free and clear of all Liens except Permitted Liens. No material default by the Company or any of its SubsidiariesCompanies, or to the Knowledge of the Company, the applicable landlord, exists under any lease with respect to the Leased Real Property and each material lease with respect to the Leased Real Property is legal, valid, binding and enforceable and in full force and effect. (iib) Schedule 2.2(j)(ii3.10(b) sets forth a complete and correct list of all Owned Real Property. With respect to each Owned Real Property, : (Ai) either the Company or a Subsidiary of the Company owns title in fee simple to such Owned Real Property, free and clear of all Liens except for Permitted Liens, ; (Bii) there are no material outstanding options or rights of first refusal in favor of any other Person to purchase or lease such Owned Real Property or any portion thereof or interest therein, ; and (Ciii) there are no material leases, subleases, licenses, options, rights, concessions or other agreements affecting any portion of such Owned Real Property. (iiic) The Company or one Each of its Subsidiaries the Companies has good title to all of the material assets (other than Owned Real Property) reflected in the its most recent balance sheet included in the Financial Statements as being owned and all material assets thereafter acquired by the Company or any Subsidiary of the Company such Companies (except to the extent that such assets have been disposed of after the date of the latest balance sheet in the Financial Statements in the ordinary course of business consistent with past practice or pursuant to existing contracts), free and clear of all Liens other than Permitted Liens, and all other material assets used in the businesses of the Company and its Subsidiaries Companies are leased or licensed by the Company Companies, or one the Companies have another contractual right to use, such assets. Table of its Subsidiaries.Contents

Real and Personal Properties. (ia) The Company does not own, and has not owned since January 1, 2015, any real property. (b) Schedule 2.2(j)(i3.08(b) contains a complete and correct accurate list of all leases (the “Real Property Leases”) of real property leased by the Companies as of the date of this Agreement (the “Leased Real Property”), in each case setting forth (i) the lessor and lessee thereof, the date thereof and the dates of all amendments thereto and (ii) the street address of each Leased Real Property. With respect to each Leased Real PropertyExcept as set forth on Schedule 3.08(b), the Company or a Subsidiary Companies have made available to Buyer true and correct copies of the Company owns Real Property Leases, including all amendments thereto. (c) Schedule 3.08(c) contains a leasehold estate complete and accurate list of all leases pertaining to Personal Property (other than tractors and trailers, which are addressed exclusively in such Leased Real Propertythe representations and warranties in Section 3.09(c)), pursuant to which the any of the Companies makes payment in excess of $25,000 annually. (d) Except as set forth on Schedule 3.08(d): (i) a Seller (A) is the owner of all Personal Property that is owned free and clear of all any Liens except other than Permitted Liens. No material default by , and/or (B) the Company or any leasehold owner of its Subsidiaries, or to the Knowledge a valid and binding leasehold interest in each of the Company, the applicable landlord, exists under any lease with respect to the Leased Real Property and each material lease with respect to the Leased Real all Personal Property that is legal, valid, binding and enforceable and in full force and effect. (ii) Schedule 2.2(j)(ii) sets forth a complete and correct list of all Owned Real Property. With respect to each Owned Real Property, (A) either the Company or a Subsidiary of the Company owns title in fee simple to such Owned Real Property, free and clear of all Liens except for Permitted Liens, (B) there are no material outstanding options or rights of first refusal in favor of any other Person to purchase or lease such Owned Real Property or any portion thereof or interest therein, and (C) there are no material leases, subleases, licenses, options, rights, concessions or other agreements affecting any portion of such Owned Real Property. (iii) The Company or one of its Subsidiaries has good title to all of the material assets (other than Owned Real Property) reflected in the most recent balance sheet included in the Financial Statements as being owned and all material assets thereafter acquired by the Company or any Subsidiary of the Company (except to the extent that such assets have been disposed of after the date of the latest balance sheet in the Financial Statements in the ordinary course of business consistent with past practice or pursuant to existing contracts)leased, free and clear of all Liens other than Permitted Liens; (ii) a Seller is in possession of each of the Leased Real Property and Personal Property that is leased sufficient for the respective Seller’s intended operations and use by the respective Seller of such Leased Real Property and Personal Property that is leased; (iii) each Real Property Lease and each lease in respect of Personal Property is in full force and effect in all material respects; (iv) none of the Companies nor, to Sellers’ Knowledge, any other party is in material breach or material default under any of the Real Property Leases or any lease in respect of Personal Property, nor has any event occurred which, with the passage of time or notice, or both, would constitute a material default thereunder or a violation of the terms (or permit the termination) thereof, and none of the transactions contemplated hereby will constitute or create a default, event of default or right of termination thereunder; (v) none of the Companies has subleased, and no other Person is in possession of, or has the right of use or occupancy of any portion of, any of the Leased Real Property, and no part of the Leased Real Property has been condemned or otherwise taken by any Governmental Authority and, to Sellers’ Knowledge, no such condemnation or taking is threatened or contemplated; and (vi) the buildings and structures located on the Leased Real Property and all other material assets Personal Property used in the businesses and operations of the Company Companies are sufficient for the continued conduct of the businesses and its Subsidiaries are leased or licensed by operations of the Company or one of its SubsidiariesCompanies after the Closing in substantially the same manner as conducted prior to the Closing.

Real and Personal Properties. (ia) Schedule 2.2(j)(i2.08(a) contains a complete and correct accurate list of all real property owned since January 1, 2012, by the Companies (the “Owned Real Property”), in each case setting forth the name of the record owner of such property, the street address and legal description of each property covered thereby and, if applicable, the date of disposition of such real property. (b) Schedule 2.08(b) contains a complete and accurate list of all leases (the “Real Property Leases”) of real property by the Companies (the “Leased Real Property”), in each case setting forth (i) the lessor and lessee thereof, the date thereof and the dates of all amendments thereto and (ii) the street address of each property covered thereby. The Companies have made available to Buyer true and correct copies of the Real Property Leases, including all amendments, supplements and modifications thereto. (c) Schedule 2.08(c) contains a complete and accurate list of all leases pertaining to Personal Property, pursuant to which any of the Companies makes payment in excess of $25,000 annually. (d) Except as set forth on Schedule 2.08(d): (i) a Company has good, marketable and insurable fee simple interest in the Owned Real Property, if any owned as of the Closing Date, and all Personal Property that is owned and/or valid and binding leaseholds in the Leased Real Property. With respect to each Leased Real Property, the Company or a Subsidiary of the Company owns a leasehold estate in such Leased Real PropertyProperty and all Personal Property that is leased, free and clear of all Liens except Permitted Liens. No material default by the ; (ii) a Company or any enjoys peaceful and undisturbed possession of its Subsidiaries, or to the Knowledge of the Company, the applicable landlord, exists under any lease with respect to the Leased Real Property and Personal Property that is leased sufficient for the intended operations and use by the Companies of such Leased Real Property and Personal Property that is leased; (iii) each Real Property Lease and each lease in respect of Personal Property is in full force and effect in all material respects; (iv) none of the Companies nor, to Sellers’ Knowledge, any other party is in material breach or material default under any of the Real Property Leases or any lease in respect of Personal Property, nor has any event occurred which, with respect the passage of time or notice, or both, would constitute a material default thereunder or a violation of the terms (or permit the termination) thereof, and none of the transactions contemplated hereby will constitute or create a default, event of default or right of termination thereunder, nor is the consent of the lessor or landlord or any other third party required pursuant to the terms of any of the Real Property Leases in connection with the transactions contemplated by this Agreement; and (v) none of the Companies has subleased, and no other Person is in possession of, or has the right of use or occupancy of any portion of, any of the Leased Real Property, and no part of any of the Owned Real Property or the Leased Real Property has been condemned or otherwise taken by any Governmental Authority and, to Sellers’ Knowledge, no such condemnation or taking is legal, valid, binding and enforceable and in full force and effectthreatened or contemplated. (ii) Schedule 2.2(j)(ii) sets forth a complete and correct list of all Owned Real Property. With respect to each Owned Real Property, (A) either the Company or a Subsidiary of the Company owns title in fee simple to such Owned Real Property, free and clear of all Liens except for Permitted Liens, (B) there are no material outstanding options or rights of first refusal in favor of any other Person to purchase or lease such Owned Real Property or any portion thereof or interest therein, and (C) there are no material leases, subleases, licenses, options, rights, concessions or other agreements affecting any portion of such Owned Real Property. (iii) The Company or one of its Subsidiaries has good title to all of the material assets (other than Owned Real Property) reflected in the most recent balance sheet included in the Financial Statements as being owned and all material assets thereafter acquired by the Company or any Subsidiary of the Company (except to the extent that such assets have been disposed of after the date of the latest balance sheet in the Financial Statements in the ordinary course of business consistent with past practice or pursuant to existing contracts), free and clear of all Liens other than Permitted Liens, and all other material assets used in the businesses of the Company and its Subsidiaries are leased or licensed by the Company or one of its Subsidiaries.

Real and Personal Properties. (ia) Schedule 2.2(j)(i2.08(a) contains a complete and correct accurate list of all real property owned since January 1, 2008, by the Companies (the “Owned Real Property”), in each case setting forth the name of the record owner of such property, the street address and legal description of each property covered thereby and, if applicable, the date of disposition of such real property. (b) Schedule 2.08(b) contains a complete and accurate list of all leases (the “Real Property Leases”) of real property by the Companies (the “Leased Real Property”), in each case setting forth (i) the lessor and lessee thereof, the date thereof and the dates of all amendments thereto and (ii) the street address of each property covered thereby. The Companies have made available to Buyer true and correct copies of the Real Property Leases, including all amendments thereto. (c) Schedule 2.08(c) contains a complete and accurate list of all leases pertaining to Personal Property, pursuant to which the any of the Companies makes payment in excess of $50,000 annually. (d) Except as set forth on Schedule 2.08(d): (i) a Company has good, marketable and insurable fee simple interest in the Owned Real Property and all Personal Property that is owned and/or valid and binding leaseholds in the Leased Real Property. With respect to each Leased Real Property, the Company or a Subsidiary of the Company owns a leasehold estate in such Leased Real PropertyProperty and all Personal Property that is leased, free and clear of all Liens except Permitted Liens. No material default by the ; (ii) a Company or any enjoys peaceful and undisturbed possession of its Subsidiaries, or to the Knowledge of the Company, the applicable landlord, exists under any lease with respect to the Leased Real Property and Personal Property that is leased sufficient for the intended operations and use by the Companies of such Leased Real Property and Personal Property that is leased; (iii) each Real Property Lease and each lease in respect of Personal Property is in full force and effect in all material respects; (iv) none of the Companies nor, to Seller’s Knowledge, any other party is in material breach or material default under any of the Real Property Leases or any lease in respect of Personal Property, nor has any event occurred which, with respect to the passage of time or notice, or both, would constitute a material default thereunder or a violation of the terms (or permit the termination) thereof, and none of the transactions contemplated hereby will constitute or create a default, event of default or right of termination thereunder; (v) none of the Companies has subleased, and no other Person is in possession of, or has the right of use or occupancy of any portion of, any of the Leased Real Property, and no part of any of the Owned Real Property or the Leased Real Property has been condemned or otherwise taken by any Governmental Authority and, to Seller’s Knowledge, no such condemnation or taking is legal, valid, binding and enforceable and in full force and effect.threatened or contemplated; and (iivi) Schedule 2.2(j)(ii) sets forth a complete the buildings and correct list of all Owned Real Property. With respect to each Owned Real Property, (A) either structures located on the Company or a Subsidiary of the Company owns title in fee simple to such Owned Real Property, free and clear of all Liens except for Permitted Liens, (B) there are no material outstanding options or rights of first refusal in favor of any other Person to purchase or lease such Owned Real Property or any portion thereof or interest therein, and (C) there are no material leases, subleases, licenses, options, rights, concessions or other agreements affecting any portion of such Owned the Leased Real Property. (iii) The Company or one of its Subsidiaries has good title to all of the material assets (other than Owned Real Property) reflected in the most recent balance sheet included in the Financial Statements as being owned Property and all material assets thereafter acquired by the Company or any Subsidiary of the Company (except to the extent that such assets have been disposed of after the date of the latest balance sheet in the Financial Statements in the ordinary course of business consistent with past practice or pursuant to existing contracts), free and clear of all Liens other than Permitted Liens, and all other material assets Personal Property used in the businesses and operations of the Company Companies are sufficient for the continued conduct of the businesses and its Subsidiaries operations of the Companies after the Closing in substantially the same manner as conducted prior to the Closing. (e) The parties acknowledge that certain undeveloped land which is owned by Seller is currently reflected on the books of BNT. The parties further acknowledge that this land is intended to be and will be retained by Seller after Closing, and not transferred to Buyer; and Seller and the Companies are leased or licensed by hereby authorized to make the Company or one accounting entries required to properly reflect such undeveloped land on the books of its SubsidiariesSeller.

Real and Personal Properties. (ia) Schedule 2.2(j)(i3.11(a) contains a complete and correct list of all of the Leased Real Property. With respect to each Leased Real Property, the Company or a Subsidiary of the Company owns a leasehold estate in such Leased Real Property, free and clear of all Liens except Permitted Liens. No material default by the Company or any of its SubsidiariesCompanies, or to the Knowledge of the CompanySeller, the applicable landlord, exists under any lease with respect to the Leased Real Property and each material lease with respect to the Leased Real Property is legal, valid, binding and enforceable and in full force and effect. (iib) Schedule 2.2(j)(ii3.11(b) sets forth a complete and correct list of all Owned Real Property. With respect to each Owned Real Property, : (Ai) either the Company or a Subsidiary of the Company owns title in fee simple to such Owned Real Property, free and clear of all Liens except for Permitted Liens, ; (Bii) there are no material outstanding options or rights of first refusal in favor of any other Person to purchase or lease such Owned Real Property or any portion thereof or interest therein, ; and (Ciii) there are no material leases, subleases, licenses, options, rights, concessions or other agreements affecting any portion of such Owned Real Property. (iiic) The Company or one Each of its Subsidiaries the Companies has good title to all of the material assets (other than Owned Real Property) reflected in the its most recent balance sheet included in the Financial Statements as being owned and all material assets thereafter acquired by the Company or any Subsidiary of the Company such Companies (except to the extent that such assets have been disposed of after the date of the latest balance sheet in the Financial Statements in the ordinary course of business consistent with past practice or pursuant to existing contracts), free and clear of all Liens other than Permitted Liens, and all other material assets used in the businesses of the Company and its Subsidiaries Companies are leased or licensed by the Company Companies, or one of its Subsidiariesthe Companies have another contractual right to use, such assets.

Real and Personal Properties. (ia) Schedule 2.2(j)(i) contains a complete The Sellers have good title to, or valid and correct list of all of the Leased Real Property. With respect to each Leased Real Propertybinding leasehold interests in, the Company or a Subsidiary of personal property included in the Company owns a leasehold estate in such Leased Real PropertyAssets, free and clear of all Liens except Permitted Liens. No material default by Encumbrances but subject to normal wear and tear, except: (i) as disclosed in the Company or any of its Subsidiaries, or to the Knowledge of the Company, the applicable landlord, exists under any lease with respect to the Leased Real Property and each material lease with respect to the Leased Real Property is legal, valid, binding and enforceable and in full force and effect. Financial Statements; (ii) Schedule 2.2(j)(ii) sets forth a complete liens for Taxes, assessments and correct list of all Owned Real Property. With respect to each Owned Real Propertyother governmental charges not yet due and payable or, if due, (A) either the Company not delinquent or a Subsidiary of the Company owns title in fee simple to such Owned Real Property, free and clear of all Liens except for Permitted Liens, (B) there are no material outstanding options being contested in good faith by appropriate proceedings during which collection or rights of first refusal in favor of any other Person to purchase or lease such Owned Real Property or any portion thereof or interest therein, and (C) there are no material leases, subleases, licenses, options, rights, concessions or other agreements affecting any portion of such Owned Real Property. enforcement against the property is stayed; (iii) The Company mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or one of its Subsidiaries has good title to all of the material assets (other than Owned Real Property) reflected in the most recent balance sheet included in the Financial Statements as being owned and all material assets thereafter acquired by the Company like liens arising or any Subsidiary of the Company (except to the extent that such assets have been disposed of after the date of the latest balance sheet in the Financial Statements incurred in the ordinary course of business consistent if the underlying obligations are not past due; (iv) original purchase price conditional sales contracts and equipment leases with past practice third parties entered into in the ordinary course of business (which third party equipment leases, other than leases related to photocopiers, are set forth in Section 3.7(a) of the Disclosure Schedule) and (v) other Encumbrances (other than liens, security interests, pledges or pursuant to existing contractsmortgages), free if any, which do not materially impair the continued use and clear operation of any such Assets. Such liens, charges and Encumbrances described in clauses (i)-(v) hereof are referred to herein as (“Permitted Liens”). (b) The Sellers do not own any real property and have not owned any real property (freehold or leasehold) for which there are any contingent liabilities existing as of the date hereof. Section 3.7(b) of the Disclosure Schedule contains a list of all Liens other than leases of real property and attaches a true, complete and correct copy of the currently effective Leases, together with any and all amendments (the “Leases”) held by the Sellers inclusive of any current rentals, fees or costs payable thereunder (the “Leased Real Property”). The Sellers have good, valid and subsisting leasehold estates in the Leased Real Property, except for Permitted Liens. There are no payment defaults or other breaches or defaults under any Leases by the Sellers or, to the knowledge of the Sellers, by any other party thereto the effect of which would result in a liability of more than $50,000 over a twelve month period. Each such Lease is in full force and effect and constitutes a legal, valid, and binding obligation of the applicable Seller, as the case may be (and to the knowledge of the Sellers, each other party thereto). The real and personal property of the Sellers is sufficient and adequate in all material respects to carry out the operations of the Business as presently conducted and as proposed by the Sellers to be conducted, and all other material assets used items are in the businesses of the Company good operating condition and its Subsidiaries are leased or licensed by the Company or one of its Subsidiariesrepair subject to normal wear and tear.

Real and Personal Properties. (ia) Schedule 2.2(j)(i2.08(a) contains a complete and correct accurate list of all real property owned at any time since January 1, 2011, by the Company or any of its Subsidiaries (the “Owned Real Property”), in each case setting forth the name of the record owner of such property, the street address and legal description of each property covered thereby and, if applicable, the date of disposition of such real property. (b) Schedule 2.08(b) contains a complete and accurate list of all leases (the “Real Property Leases”) of real property by the Company or any of its Subsidiaries (the “Leased Real Property”), in each case setting forth (i) the lessor and lessee thereof, the date thereof and the dates of all amendments thereto and (ii) the street address of each property covered thereby. The Company has made available to Buyer true and correct copies of the Real Property Leases, including all amendments thereto. (c) Schedule 2.08(c) contains a complete and accurate list of all leases pertaining to Personal Property (other than tractors and trailers, which are addressed exclusively in the representations and warranties in Section 2.09(c)), pursuant to which the Company or any of its Subsidiaries makes payment in excess of $10,000 annually. (d) Except as set forth on Schedule 2.08(d): (i) the Company and each of its Subsidiaries has good, marketable and insurable fee simple interest in the Owned Real Property, if any owned as of the Closing Date, and all Personal Property that is owned and/or valid and binding leaseholds in the Leased Real Property. With respect to each Leased Real Property, the Company or a Subsidiary of the Company owns a leasehold estate in such Leased Real PropertyProperty and all Personal Property that is leased, free and clear of all Liens except Permitted Liens. No material default by ; (ii) the Company or any and each of its Subsidiaries, or to the Knowledge Subsidiaries enjoys peaceful and undisturbed possession of the Company, the applicable landlord, exists under any lease with respect to the Leased Real Property and Personal Property that is leased sufficient for the current operations and use by the Company or its Subsidiaries, as applicable, of such Leased Real Property and Personal Property that is leased; (iii) each Real Property Lease and each lease in respect of Personal Property is in full force and effect in all material respects; (iv) the Company and each of its Subsidiaries is not, and to Seller’s Knowledge, no other party is in material breach or material default under any of the Real Property Leases or any lease in respect of Personal Property, nor has any event occurred which, with respect to the passage of time or notice, or both, would constitute a material default thereunder or a violation of the terms (or permit the termination) thereof, and none of the transactions contemplated hereby will constitute or create a default, event of default, or right of termination thereunder; (v) neither the Company nor any of its Subsidiaries has subleased, and no other Person is in possession of, or has the right of use or occupancy of any portion of, any of the Leased Real Property, and no part of any of the Owned Real Property or the Leased Real Property has been condemned or otherwise taken by any Governmental Authority and, to Seller’s Knowledge, no such condemnation or taking is legal, valid, binding and enforceable and in full force and effect.threatened or contemplated; and (iivi) Schedule 2.2(j)(ii) sets forth a complete the buildings and correct list of all Owned Real Property. With respect to each Owned Real Property, (A) either structures located on the Company or a Subsidiary of the Company owns title in fee simple to such Owned Real Property, free and clear of all Liens except for Permitted Liens, (B) there are no material outstanding options or rights of first refusal in favor of any other Person to purchase or lease such Owned Real Property or any portion thereof or interest therein, and (C) there are no material leases, subleases, licenses, options, rights, concessions or other agreements affecting any portion of such Owned the Leased Real Property. (iii) The Company or one of its Subsidiaries has good title to all of the material assets (other than Owned Real Property) reflected in the most recent balance sheet included in the Financial Statements as being owned Property and all material assets thereafter acquired by the Company or any Subsidiary of the Company (except to the extent that such assets have been disposed of after the date of the latest balance sheet in the Financial Statements in the ordinary course of business consistent with past practice or pursuant to existing contracts), free and clear of all Liens other than Permitted Liens, and all other material assets Personal Property used in the businesses business and operations of the Company and its Subsidiaries are leased or licensed by sufficient for the continued conduct of the business and operations of the Company or one and each of its SubsidiariesSubsidiaries after the Closing in substantially the same manner as conducted prior to the Closing.

Real and Personal Properties. (ia) Schedule 2.2(j)(i3.08(a) contains a complete and correct accurate list of all real property owned since January 1, 2007, by the Company and its Subsidiaries (the "Owned Real Property"), in each case setting forth the street address and legal description of each property covered thereby and, if applicable, the date of disposition of such real property. (b) Schedule 3.08(b) contains a complete and accurate list of all leases (the "Real Property Leases") of real property by the Company (the "Leased Real Property"), in each case setting forth (i) the lessor and lessee thereof, the date thereof and the dates of all amendments thereto and (ii) the street address of each property covered thereby. The Company has made available to Buyer true and correct copies of the Real Property Leases, including all amendments thereto. Schedule 3.08(b) contains a complete and accurate list of all leases pertaining to Personal Property, other than tractors and trailers (which are dealt with exclusively in the representations and warranties in Section 3.09), pursuant to which the Company makes payment in excess of $10,000 annually. (c) Except as set forth on Schedule 3.08(c): (i) the Company has good, marketable and insurable fee simple interest in the Owned Real Property and all Personal Property that is owned and/or valid and binding leaseholds in the Leased Real Property. With respect to each Leased Real Property, the Company or a Subsidiary of the Company owns a leasehold estate in such Leased Real PropertyProperty and all Personal Property that is leased, free and clear of all Liens except Permitted Liens. No material default by ; (ii) the Company or any enjoys peaceful and undisturbed possession of its Subsidiaries, or to the Knowledge of the Company, the applicable landlord, exists under any lease with respect to the Leased Real Property and Personal Property that is leased sufficient for the intended operations and use by the Company of such Leased Real Property and Personal Property that is leased; (iii) each Real Property Lease and each lease in respect of Personal Property is in full force and effect in all material respects; (iv) neither the Company nor, to the Sellers' Knowledge, any other party is in material breach or material default under any of the Real Property Leases or any lease in respect of Personal Property, nor has any event occurred which, with respect to the passage of time or notice, or both, would constitute a material default thereunder or a violation of the terms (or permit the termination) thereof, and none of the transactions contemplated hereby will constitute or create a default, event of default or right of termination thereunder; (v) neither the Company nor any of its Subsidiaries has subleased, and no other Person is in possession of, or has the right of use or occupancy of any portion of, any of the Leased Real Property, and no part of any of the Owned Real Property or the Leased Real Property has been condemned or otherwise taken by any Governmental Authority and, to the Sellers’ Knowledge, no such condemnation or taking is legal, valid, binding and enforceable and in full force and effect.threatened or contemplated; and (iivi) Schedule 2.2(j)(ii) sets forth a complete the buildings and correct list of all structures located on the Owned Real Property. With respect to each Owned Property and the Leased Real Property, (A) either Property and all Personal Property used in the Company or a Subsidiary business and operations of the Company owns title in fee simple to such Owned Real Property, free and clear of all Liens except are sufficient for Permitted Liens, (B) there are no material outstanding options or rights of first refusal in favor of any other Person to purchase or lease such Owned Real Property or any portion thereof or interest therein, and (C) there are no material leases, subleases, licenses, options, rights, concessions or other agreements affecting any portion of such Owned Real Property. (iii) The Company or one of its Subsidiaries has good title to all the continued conduct of the material assets (other than Owned Real Property) reflected in the most recent balance sheet included in the Financial Statements as being owned business and all material assets thereafter acquired by the Company or any Subsidiary operations of the Company (except after the Closing in substantially the same manner as conducted prior to the extent that such assets have been disposed of after the date of the latest balance sheet in the Financial Statements in the ordinary course of business consistent with past practice or pursuant to existing contracts), free and clear of all Liens other than Permitted Liens, and all other material assets used in the businesses of the Company and its Subsidiaries are leased or licensed by the Company or one of its SubsidiariesClosing.