Common use of Real and Personal Properties Clause in Contracts

Real and Personal Properties. (a) KRATON or its Subsidiaries has good, and insurable (to the extent title insurance is available generally in the applicable jurisdiction at commercially reasonable rates) title to, or a valid and binding leasehold interest in, the material real and personal property used by the Company in the Business, including, without limitation, the Owned Real Property, the Leased Real Property and all properties and assets reflected on the Interim Balance Sheet, except for personal properties or non-real property assets sold or otherwise disposed of in the ordinary course of business since the date of the Interim Balance Sheet (the “Material Company Assets”), all free and clear of all Liens, except (i) as set forth on Schedule 3.8(a); (ii) as disclosed in the Financial Statements; (iii) liens for taxes, assessments and other governmental charges not yet due and payable or, if due, (A) not delinquent or (B) being contested in good faith by appropriate proceedings; (iv) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other like liens arising or incurred in the ordinary course of business if the underlying obligations are not more than 30 days past due or are being contested in good faith; (v) with respect to the personal property, liens or title retention arrangements arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (vi) with respect to real property, (A) easements, licenses, covenants, rights-of-way and other similar restrictions, including, without limitation, any other agreements or restrictions which would be shown by an investigation of title to the extent and nature which a prudent purchaser of property in the relevant jurisdiction would carry out, (B) any conditions that may be shown by survey, title report or physical inspection (whether or not made) and (C) zoning, building and other similar restrictions, so long as none of (A) or (B) or (C) materially interfere with the present use or operation of such properties or assets of the Company in the Business; and (vii) other Liens which would not have a Company Material Adverse Effect (such Liens described in clauses (i)- (vii) hereof are referred to herein as “Permitted Liens”). Schedule 3.8(b) hereto sets forth as of the date of this Agreement a complete and correct list of all material real property owned by the Company and used in the Business (the “Owned Real Property”) and Schedule 3.8(c) hereto sets forth as of the date of this Agreement a complete list of all material real property leased by the Company and used in the Business (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”). Neither Seller nor the Company has received any written notice that either the whole or any material portion of the Real Property is to be condemned, requisitioned or otherwise taken by any public authority. Neither Seller nor the Company has any knowledge of any public improvements that may result in special assessments against any of the Real Property, other than any such assessments which would not have a Company Material Adverse Effect, or that may otherwise affect any of the Real Property other than in a manner which would not have Company Material Adverse Effect. (b) To Seller’s Knowledge, (i) the Company has obtained all material Permits necessary for the present use and operation of each Real Property and (ii) the uses being made of each Real Property are in conformity in all material respects with the certificate of occupancy and/or Permits for such property, and any other restrictions, covenants or conditions affecting such property. (c) Each Owned Real Property and Ground Leased Property (including, without limitation, any sidewalks, storm drainage system, roof, plumbing system, HVAC system, fire protection system, electrical system, equipment, elevators, exterior sidings and doors, irrigation system, and structural components located thereon) is in good, age-appropriate condition, order and repair in all respects material to its use or operation, except for any defects which would not have a Company Material Adverse Effect. (d) Each Real Property has adequate rights of access to dedicated public ways and is served by water, electric, sewer, sanitary sewer, and storm drain facilities, except for any failures in access that would not have a Company Material Adverse Effect.

Real and Personal Properties. (a) KRATON or its Subsidiaries UIC has good, and insurable (to the extent title insurance is available generally in the applicable jurisdiction at commercially reasonable rates) good title to, or a valid and binding leasehold or subleasehold interest in, the material real and or personal property used by the Company in the Business, including, without limitation, the Owned Real Property, the Leased Real Property and all properties and assets reflected on the Interim Balance Sheet, except for personal properties or non-real property assets sold or otherwise disposed of in the ordinary course of business since the date of the Interim Balance Sheet (the “Material Company Assets”), all free and clear of all Liens, Liens except (i) as set forth on Schedule 3.8(aSCHEDULE 3.7(a); (ii) as disclosed in the Financial Statements; (iii) liens for taxes, assessments and other governmental charges not yet due and payable or, if due, (A) not delinquent or (B) being contested in good faith by appropriate proceedingsproceedings during which collection or enforcement against the property is stayed as set forth on Schedule 3.7(a); (iv) mechanics’', workmen’s's, repairmen’s's, warehousemen’s's, carriers’ ' or other like liens arising or incurred in the ordinary course of business if the underlying obligations are not more than 30 days past due and which are not, individually or are being contested in good faith; (v) with respect the aggregate, material to the personal propertyBusiness, liens or title retention arrangements arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (viv) with respect to real property, (A) easements, licenses, covenants, rights-of-way and other similar restrictions, including, without limitation, any other agreements or restrictions which would be shown by an investigation of a current title to the extent and nature which a prudent purchaser of property in the relevant jurisdiction would carry outreport or other similar report or listing, (B) any conditions that may be shown by a current survey, title report or physical inspection (whether or not made) and (C) zoning, building and other similar restrictions, so long as none of (A) or ), (B) or (C) materially interfere with prevent the present use or operation occupancy of such properties or assets of the Company in the Businessreal property substantially as currently used; and (viivi) other Liens liens, charges or other encumbrances which would not reasonably be expected to have a Company Material Adverse Effect (such Liens liens, charges and encumbrances described in clauses (i)- (viii)-(vi) hereof are referred to herein as “Permitted Liens”"PERMITTED LIENS"). Schedule 3.8(b. (b) hereto sets forth SCHEDULE 3.7(b) contains a list of all leases and subleases of real property used by UIC in the Business ("REAL PROPERTY"), including all buildings, structures and other improvements situated thereon (individually referred to as a "FACILITY" and collectively, the "FACILITIES") as of the date of this Agreement a complete and correct list of all material real property owned by the Company and used hereof. Except as set forth in the Business (the “Owned Real Property”SCHEDULE 3.7(b) and Schedule 3.8(c) hereto sets forth except in each case as would not reasonably be expected to have a Material Adverse Effect, there are no parties in possession of the date of this Agreement a complete list of all material real property leased by the Company and used in the Business (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”). Neither Seller nor the Company has received any written notice that either the whole or any material portion of the Real Property is to be condemnedProperties as lessees, requisitioned tenants at sufferance or otherwise taken by any public authoritytrespassers other than UIC. Neither Seller nor Except as provided in SCHEDULE 3.7(b), UIC has received no actual notice that the Company has any knowledge of any public improvements that may result in special assessments against any location, construction, occupancy, operation or use of the buildings located on the Real PropertyProperties violates any restrictive covenant or deed restriction or any other governmental laws, other than any orders, rules or regulations except for such assessments violations or restrictions which would not reasonably be expected to have a Company Material Adverse Effect, or that may otherwise affect any of the Real Property other than in a manner which would not have Company Material Adverse Effect. (bc) To Seller’s Knowledge, (i) There is not under any lease or sublease of any of the Company has obtained all material Permits necessary for the present use and operation of each Real Property and (iia "UIC LEASE") any default by UIC thereunder or, to the uses being made knowledge of the Sellers, any condition which with notice or the passage of time or both would constitute such a default, except in each Real Property are in conformity in all material respects with the certificate of occupancy and/or Permits case for such propertydefaults which, and any other restrictions, covenants or conditions affecting such property. (c) Each Owned Real Property and Ground Leased Property (including, without limitation, any sidewalks, storm drainage system, roof, plumbing system, HVAC system, fire protection system, electrical system, equipment, elevators, exterior sidings and doors, irrigation system, and structural components located thereon) is in good, age-appropriate condition, order and repair in all respects material to its use or operation, except for any defects which would not reasonably be expected to have a Company Material Adverse Effect. (d) Each Real Property has adequate rights of access to dedicated public ways and is served by water, electric, sewer, sanitary sewer, and storm drain facilitiesUIC has not received notice asserting the existence of any such default or condition. To the knowledge of the Sellers, each UIC Lease is valid and binding and in full force and effect, and each UIC Lease will continue to be valid, binding, enforceable, and in full force and effect as of the Closing on the same terms applicable immediately prior to the Closing. To the knowledge of the Sellers, neither the execution of this Agreement nor the sale of the UIC Common Stock hereunder will cause a default under any UIC Lease or require the prior written consent of any landlord under any UIC Lease, except for any failures in access that would not have a Company Material Adverse Effectconsents as set forth on SCHEDULE 3.7(c).

Real and Personal Properties. (a) KRATON On the date hereof, BFC or its Subsidiaries the --------------------------------- applicable Xxxxxx Sub or the Transferred Subsidiary has goodand, at the Closing, the Xxxxxx Subs and insurable (the Transferred Subsidiary will have good and marketable title in fee simple to the extent title insurance is available generally in the applicable jurisdiction at commercially reasonable rates) title toOwned Real Property, or a valid and binding leasehold interest in, the material real and personal property used by the Company in the Business, including, without limitation, the Owned Real Property, the Leased Real Property and good and marketable title to the Machinery (which term for the purposes of this Section 4.7 only shall also include machinery owned by all properties and assets reflected on the Interim Balance Sheet, except for personal properties or non-real property assets sold or otherwise disposed of in the ordinary course of business since the date of the Interim Balance Sheet (Xxxxxx Subs and the “Material Company Assets”Transferred Subsidiary that is of the same nature as the Machinery), all free and clear of all Liensliens, charges, mortgages, pledges, security interests and other encumbrances, except (i) as set forth on Schedule 3.8(a4.7(a); (ii) as disclosed in the Financial Statements; (iii) liens for taxes, assessments and other --------------- governmental charges not yet due and payable or, if due, (A) not delinquent or (B) being contested in good faith by appropriate proceedingsproceedings during which collection or enforcement against the property is stayed so long as adequate security has been posted for the payment of such amounts; (iviii) mechanics’', workmen’s's, repairmen’s's, warehousemen’s's, carriers’ ' or other like liens arising or incurred in the ordinary course of business if the underlying obligations are not more than 30 days past due or are being contested in good faithdue; (viv) with respect to the personal propertyMachinery, liens or title retention arrangements arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (viv) with respect to real propertyOwned Real Property, (A) easements, licenses, covenants, rights-of-way and other similar restrictions, including, without limitation, any other agreements or restrictions which would be shown by an investigation of a current title to the extent and nature which a prudent purchaser of property in the relevant jurisdiction would carry outreport, (B) any conditions that may be shown by survey, a current survey or title report or physical inspection (whether or not made) and (C) zoning, building and other similar restrictions, so long as none of (A) or (B) ), individually or (C) materially interfere with in the present use or operation aggregate, renders the title of such properties real property unmarketable or assets uninsurable or prevents the use of such real property substantially as used on the Company in the Businessdate hereof; and (viivi) other Liens liens, charges or other encumbrances which would not have a Company Material Adverse Effect do not, individually or in the aggregate, render the title of such real property unmarketable or uninsurable or prevent the use of such real property substantially as used on the date hereof (such Liens liens, charges and encumbrances described in clauses (i)- (viii)-(vi) hereof are referred to herein as “"Permitted Liens”"). --------------- (b) Schedule 3.8(b4.7(b) hereto sets forth as of the date of this Agreement contains a complete and correct list of all material (i) the real property owned in fee --------------- by the Company and used in Sellers or the Xxxxxx Subs or the Transferred Subsidiary predominantly related to the Business (the “"Owned Real Property”") and Schedule 3.8(c(ii) hereto sets forth as all leases of the date of this Agreement a complete list of all material real ------------------- property leased by the Company and used in Sellers, the Xxxxxx Subs or the Transferred Subsidiary relating predominantly to the Business (the “"Leased Real Property” " and, together -------------------- with the Owned Real Property, the “"Real Property”"), including all buildings, ------------- structures and other improvements situated thereon (individually referred to as a "Facility" and, collectively, as the "Facilities"). Neither Seller nor the Company has received any written notice that either the whole or any material portion of the Real Property is to be condemned, requisitioned or otherwise taken by any public authority. Neither Seller nor the Company has any knowledge of any public improvements that may result Except as set forth in special assessments against any of the Real Property, other than any such assessments which would not have a Company Material Adverse Effect, or that may otherwise affect any of the Real Property other than in a manner which would not have Company Material Adverse Effect. (b) To Seller’s Knowledge-------- ---------- Schedule 4.7(b), (i) there are no parties in possession of any portion of the Company has obtained all material Permits necessary for the present use and operation of each --------------- Real Property as lessees, tenants at sufferance or trespassers other than the Sellers, the Xxxxxx Subs and the Transferred Subsidiary and (ii) to the uses being made knowledge of each BFC, there is no pending special assessment affecting the Owned Real Properties or any part thereof. Except as provided in Schedule 4.7(b), neither the Sellers nor any Xxxxxx Subs --------------- or the Transferred Subsidiary have received actual notice that the location, construction, occupancy, operation or use of the buildings located on the Real Property are violates in conformity in all any material respects with the certificate of occupancy and/or Permits for such property, and respect any restrictive covenant or deed restriction or any other restrictionsgovernmental laws, covenants orders, rules or conditions affecting such propertyregulations. (c) Each Owned Real Property Except as would not, individually or in the aggregate, have a Material Adverse Effect and Ground Leased Property except as set forth on Schedule 4.7(c), the Machinery (including, without limitation, any sidewalks, storm drainage system, roof, plumbing system, HVAC system, fire protection system, electrical system, equipment, elevators, exterior sidings which --------------- term for the purposes of this Section 4.7 only shall also include machinery owned by all of the Xxxxxx Subs and doors, irrigation system, the Transferred Subsidiary that is of the same nature as the Machinery) and structural components located thereon) is the Facilities are in good, age-appropriate condition, order sufficiently good operating condition and repair to permit their use in all respects material continuing the operations of the Business as such operations are presently conducted, subject to its use or operation, except for any defects which would not have a Company Material Adverse Effectnormal wear and tear. (d) Each Real Property has adequate rights Except for the Facilities and as set forth in Schedule 4.13(b)(i)-1, --------------------- neither the Xxxxxx Subs, the Transferred Subsidiary nor any of access to dedicated public ways and is served by watertheir respective affiliates have owned, electric, sewer, sanitary sewer, and storm drain facilities, except for operated or utilized any failures facility in access that would not have a Company Material Adverse Effectconnection with the Business.

Real and Personal Properties. (a) KRATON The Company or its Subsidiaries has good, have good and insurable (to the extent title insurance is available generally in the applicable jurisdiction at commercially reasonable rates) marketable title to, or a valid and binding leasehold interest inin the real property, the material real and personal property and Assets used by the Company or its Subsidiaries in the Businesstheir respective businesses, including, without limitation, the Owned Real Property, the Leased Real Property and all properties and assets reflected on the Interim Balance Sheet, except for personal properties or non-real property assets sold or otherwise disposed of in the ordinary course of business since the date of the Interim Balance Sheet (the “Material Company Assets”), all free and clear of all LiensEncumbrances, except (i) as set forth on in Schedule 3.8(a4.15(a); (ii) as disclosed in the Company Financial Statements; (iii) liens for taxesTaxes, assessments and other governmental charges not yet due and payable or, if due, (A) not delinquent or (B) being contested in good faith by appropriate proceedingsproceedings and adequate reserves therefor are reflected in the Company Financial Statements; (iv) mechanics’', workmen’s's, repairmen’s's, warehousemen’s's, carriers’ ' or other like liens arising or incurred in the ordinary course of business if the underlying obligations are not more than 30 days past due or are being contested in good faith; and (v) with respect to the personal property, liens or title retention arrangements arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; . (vib) with respect to Neither the Company nor any of its Subsidiaries own any real property, (A) easements, licenses, covenants, rights-of-way and other similar restrictions, including, without limitation, any other agreements or restrictions which would be shown by an investigation of title to the extent and nature which a prudent purchaser of property in the relevant jurisdiction would carry out, (B) any conditions that may be shown by survey, title report or physical inspection (whether or not made) and (C) zoning, building and other similar restrictions, so long as none of (A) or (B) or (C) materially interfere with the present use or operation of such properties or assets of the Company in the Business; and (vii) other Liens which would not have a Company Material Adverse Effect (such Liens described in clauses (i)- (vii) hereof are referred to herein as “Permitted Liens”). Schedule 3.8(b4.15(b) hereto sets forth as of the date of this Agreement a complete and correct list schedule of all material real property owned by the Company and used in the Business (the “Owned Real Property”) and Schedule 3.8(c) hereto sets forth as of the date of this Agreement a complete list of all material real property leased by the Company and used in the Business (the “Leased Real Property” and, together with listing the Owned address of each Leased Real Property, the “lessor and lessee (or sublessor and sublessee, as the case may be) under the applicable lease (each, a "Lease" and collectively, the "Leases") and in each case, the street address and the current use of such Leased Real Property”). Neither Seller nor the Company has received any written notice that either the whole or any material portion of the Real Property is to be condemned, requisitioned or otherwise taken by any public authority. Neither Seller nor the Company has any knowledge of any public improvements that may result in special assessments against any of the Real Property, other than any such assessments which would not have a Company Material Adverse Effect, or that may otherwise affect any of the Real Property other than in a manner which would not have Company Material Adverse Effect. (b) To Seller’s Knowledge, (i) the Company has obtained all material Permits necessary for the present use and operation of each Real Property and (ii) the uses being made of each Real Property are in conformity in all material respects with the certificate of occupancy and/or Permits for such property, and any other restrictions, covenants or conditions affecting such property. (c) Each Owned Except as set forth in Schedule 4.15(c), (i) each Lease is a legal, valid, binding and enforceable obligation of the Company or its Subsidiaries subject to bankruptcy, moratorium, and/or other equitable defenses; (ii) neither the Company nor its Subsidiaries have, nor, to the knowledge of the Company or the Sellers, has any other party thereto (including the lessor or sublessor thereunder) violated or waived any material terms or conditions of any Lease; (iii) to the knowledge of the Sellers the current use of the Leased Real Property by the Company or the Subsidiaries does not violate the certificates of occupancy thereof, the local zoning or similar land use or other Laws or the applicable lease agreement; and Ground Leased Property (including, without limitationiv) the consummation of the transactions contemplated by this Agreement will not constitute a default or give rise to a right of termination or cancellation of any right or loss of benefit under, any sidewalksof the Leases. The Company has delivered or made available to Purchaser a true and complete copy of each of the Lease documents listed on Schedule 4.15(b). To the extent that any Person, storm drainage systemother than the Company or its Subsidiaries, roof, plumbing system, HVAC system, fire protection system, electrical system, equipment, elevators, exterior sidings and doors, irrigation system, and structural components located thereon) is in good, age-appropriate condition, order and repair in all respects material has a right to its use or operationoccupy any portion of any of the premises demised under any Lease, except for any defects which such right(s) would not reasonably be expected to have a Company Material Adverse Effect. There are no outstanding options or rights of first refusal to which the Company or any of the Subsidiaries is a party to purchase, use or occupy the Leased Real Property. (d) Each Except as set forth in Schedule 4.15(d) hereto, the personal property and Assets include or will include as of the Closing Date, without limitation, all personal property, both tangible and intangible (including all Intellectual Property rights used by the Company or its Subsidiaries, including those used pursuant to license agreements), necessary to conduct the business of the Company or its Subsidiaries as conducted on or immediately prior to the date hereof. The tangible Assets are free from material defects, have been maintained in all material respects in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear) and are suitable for the purpose for which they are presently used. (e) Except as set forth in Schedule 4.15(e), neither the Company nor any of its Subsidiaries has received written notice of any condemnation, expropriation or other proceedings in eminent domain pending or threatened (to the knowledge of the Company or the Sellers) with respect to any of Leased Real Property by any Person which has adequate rights of access had or could reasonably be expected to dedicated public ways and is served by water, electric, sewer, sanitary sewer, and storm drain facilities, except for any failures in access that would not have a Company Material Adverse Effect. To the knowledge of the Sellers, there is no Order outstanding, nor any Action pending or, to the knowledge of the Company or the Sellers, threatened, relating to the ownership, lease, use, occupancy or operation by any Person of any of the Leased Real Property. (f) Except as set forth in Schedule 4.15(f), to the knowledge of the Sellers, each Leased Real Property (i) is adequate and suitable for its present and intended uses and (ii) has water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protections, drainage and other public utilities, as is necessary for the present and intended conduct of the business of the Company or its Subsidiaries.

Real and Personal Properties. (a) KRATON BBS or one of its Subsidiaries has good, and insurable (to the extent title insurance is available generally in the applicable jurisdiction at commercially reasonable rates) good title to, or a valid and binding leasehold interest in, the all material real and personal property used by the Company Companies in the Business, including, without limitation, the Owned Real Property, the Leased Real Property and including all properties and assets reflected on the Interim Balance Sheet, Sheet except for personal properties or non-real property assets sold or otherwise disposed of in the ordinary course of business since the date of the Interim Balance Sheet Sheet, except for the real and personal properties listed on Schedule 3.8(a), which schedule identifies real and personal properties owned or leased by Seller or Affiliates thereof other than the Companies, the ownership and leasehold interests of which will be transferred to the Companies on or prior to the Closing Date in accordance with Section 5.11 (the “Material Company Affiliated Assets”), all . Such ownership or leasehold interest is free and clear of all Liens, except (i) as set forth on Schedule 3.8(a); (ii) as disclosed in the Financial Statements; (iii) liens Liens for taxes, assessments and other governmental charges Taxes not yet due and payable or, if due, (A) not delinquent or (B) being contested in good faith by appropriate proceedingsproceedings for which reserves have been provided in the Financial Statements in conformity with U.S. GAAP; (iviii) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other like liens Liens arising or incurred in the ordinary course of business if the underlying obligations are not more than 30 days past due or are being contested in good faith; (viv) with respect to the personal property, liens Liens or title retention arrangements arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (vi) with respect to real property, (A) easements, licenses, covenants, rights-of-way and other similar restrictions, including, without limitation, any other agreements or restrictions which would be shown by an investigation of title to the extent and nature which a prudent purchaser of property in the relevant jurisdiction would carry out, (B) any conditions that may be shown by survey, title report or physical inspection (whether or not made) and (C) zoning, building and other similar restrictions, so long as none of (A) or (B) or (C) materially interfere with the present use or operation of such properties or assets of the Company in the Business; and (viiv) other Liens which would that do not have a Company Material Adverse Effect materially impair the value or use of such real or personal property (such Liens described in clauses (i)- ii) through (viiv) hereof are referred to herein as “Permitted Liens”). Seller has provided Buyer with true and complete copies of any conditional sales contracts and equipment leases described in clause (iv) above that require the Companies to make annual payments in excess of $200,000. (b) As of the date hereof, Schedule 3.8(b) hereto sets forth as of the date of this Agreement a complete and correct list of all material real property owned by the Company and used in the Business (the “Owned Real Property”) and Schedule 3.8(c) hereto sets forth as of the date of this Agreement a complete list of all material real property leased by the Company Companies, or owned or leased by Seller or an Affiliate thereof, and used in the Business (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”). Neither Seller nor has made available to Buyer for its review of true and complete copies of all lease, sublease and amendments thereto pertaining to the Company has received any written notice that either the whole or any material portion of the Real Property is to be condemned, requisitioned or otherwise taken by any public authorityLeased Property. Neither Seller nor the Company has any knowledge of any public improvements that may result in special assessments against any of the Real Property, other than any such assessments which would not have a Company Material Adverse Effect, or that may otherwise affect any of the Real Property other than in a manner which would not have Company Material Adverse Effect. (b) To Seller’s Knowledge, (i) the Company has obtained all material Permits necessary for the present use and operation of each Real Property and (ii) the uses being made of each Real Property are in conformity in all material respects with the certificate of occupancy and/or Permits for such property, and any other restrictions, covenants or conditions affecting such The Companies own no real property. (c) Each Owned Real Property and Ground Leased Property (including, without limitation, any sidewalks, storm drainage system, roof, plumbing system, HVAC system, fire protection system, electrical system, equipment, elevators, exterior sidings and doors, irrigation system, and structural components located thereon) is in good, age-appropriate condition, order and repair in all respects material to its use or operation, except for any defects which would not have a Company Material Adverse Effect. (d) Each Real Property has adequate rights of access to dedicated public ways and is served by water, electric, sewer, sanitary sewer, and storm drain facilities, except for any failures in access that would not have a Company Material Adverse Effect.

Real and Personal Properties. (a) KRATON Xxxxxx and/or one or its more of the Subsidiaries has good, have good and insurable marketable title in fee simple (as to the extent title insurance is available generally in the applicable jurisdiction at commercially reasonable ratesreal property) title to, or a valid and binding leasehold interest in, the material real and or personal property used by included in the Company in Assets or otherwise pertaining to the Business, including, without limitation, the Owned Real Property, the Leased Real Property and all properties and assets reflected on the Interim Balance Sheet, except for personal properties or non-real property assets sold or otherwise disposed of in the ordinary course of business since the date of the Interim Balance Sheet (the “Material Company Assets”), all free and clear of all Liens, except (i) as set forth on Schedule 3.8(a6.7(a); (ii) as disclosed in the Financial Statements; (iii) liens Liens for taxes, assessments and other governmental charges not yet due and payable or, if due, (A) not delinquent or (B) being contested in good faith by appropriate proceedingsproceedings during which collection or enforcement against the property is stayed, and, for those existing on the dates of the Interim Financial Statements or the Annual Financial Statements, for which adequate reserves in accordance with GAAP are reflected on the Interim Financial Statements or the Annual Financial Statements, as the case may be; (iv) mechanics’', workmen’s's, repairmen’s's, warehousemen’s's, carriers’ ' or other like liens arising or incurred in the ordinary course of business if the underlying obligations are not more than 30 days past due due, and, for those existing on the dates of the Interim Financial Statements or the Annual Financial Statements, for which adequate reserves in accordance with GAAP are being contested in good faithreflected on the Interim Financial Statements or the Annual Financial Statements, as the case may be; (v) with respect to the personal property, liens or title retention arrangements arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; and (vi) with respect to real property, (A) easements, licenses, covenants, rights-of-way and other similar restrictions, including, without limitation, any other agreements or restrictions which would be shown by an investigation of a current title to the extent and nature which a prudent purchaser of property in the relevant jurisdiction would carry outreport or other similar report or listing, (B) any conditions that may be shown by a current survey, title report or physical inspection (whether or not made) and (C) zoning, building and other similar restrictions, so long as none of (A) or ), (B) or (C) materially interfere with ), individually or in the present use or operation aggregate, renders the title of such properties real property unmarketable, materially detracts from its value or assets prevents the use of the Company in the Business; and (vii) other Liens which would not have a Company Material Adverse Effect such real property substantially as currently used (such Liens liens, charges and encumbrances described in clauses (i)- (viii)-(vi) hereof are referred to herein as “"Permitted Liens”"). . (b) Schedule 3.8(b6.7(b) hereto sets forth as of the date of this Agreement contains a complete and correct list of all material of Xxxxxx and the Subsidiaries' right, title and interest in real property owned owned, used or held for use by Xxxxxx and the Company and used Subsidiaries in the Business (the “"Owned Real Property”") and Schedule 3.8(c) hereto sets forth as all leases of the date of this Agreement a complete list of all material real property leased owned, used or held for use by Xxxxxx and the Company and used Subsidiaries in the Business (the “"Leased Real Property” and, " and together with the Owned Real Property, the “"Real Property”"), including all buildings, structures and other improvements situated thereon (individually, a "Facility" and collectively, the "Facilities"). Neither Seller nor the Company has received any written notice that either the whole or any material portion Part I of Schedule 6.7(b) lists all of the Real Property is owned by BCL or used or held for use by BCL in the Business. The covenants, easements or rights-of-way affecting the Real Property do not with respect to be condemned, requisitioned or otherwise taken by each parcel of Real Property impair the Business' ability to use any public authority. Neither Seller nor such Real Property in the Company has any knowledge of any public improvements that may result in special assessments against any operation of the Real PropertyBusiness as presently conducted except for those covenants, other than any such assessments which would easements and rights of way that, individually or in the aggregate, could not be reasonably expected to have a Company Material Adverse Effect. Each lease listed on Schedule 6.7(b) is in full force and effect, and Xxxxxx and the Subsidiaries have performed all material obligations required to be performed by them to date under each of the leases and none of Xxxxxx or that may otherwise affect the Subsidiaries, nor to the knowledge of Xxxxxx, any other party thereto, is in default under any of such leases except for those defaults under leases that, individually or in the Real Property other than in aggregate, could not be reasonably expected to have a manner which would not have Company Material Adverse Effect. (b) To Seller’s Knowledge. Xxxxxx and the Subsidiaries have delivered to MergerCo a true and correct copy of each such lease, and all amendments thereto, listed on Schedule 6.7(b). Except as set forth in Schedule 6.7(b), (i) there are no parties in possession of any portion of the Company has obtained all material Permits necessary for Owned or Leased Real Properties as lessees, tenants at sufferance or trespassers other than Xxxxxx and the present use and operation of each Real Property Subsidiaries and (ii) there is no pending or, to the uses being made knowledge of each Xxxxxx, threatened special assessment affecting the Owned Real Properties or any part thereof. Except as provided in Schedule 6.7(b), none of Xxxxxx or the Subsidiaries have received any actual notice that the location, construction, occupancy, operation or use of the buildings located on the Owned or Leased Real Properties violates any restrictive covenant or deed restriction or any other governmental laws, orders, rules or regulations. There are no pending or, to the knowledge of Xxxxxx, threatened condemnation or similar proceedings affecting the Real Property are except those condemnations or similar proceedings that could not, individually or in conformity in all material respects with the certificate of occupancy and/or Permits for such propertyaggregate, and any other restrictions, covenants or conditions affecting such property. (c) Each Owned Real Property and Ground Leased Property (including, without limitation, any sidewalks, storm drainage system, roof, plumbing system, HVAC system, fire protection system, electrical system, equipment, elevators, exterior sidings and doors, irrigation system, and structural components located thereon) is in good, age-appropriate condition, order and repair in all respects material be reasonably expected to its use or operation, except for any defects which would not have a Company Material Adverse Effect. (d) Each Real Property . The Business has adequate rights of access to dedicated public ways roads, streets or the like or valid easements over private streets, roads or other private property for such ingress to and is served by water, electric, sewer, sanitary sewer, and storm drain facilities, except for any failures in access that would not have a Company Material Adverse Effectegress from the Real Property.

Real and Personal Properties. (a) KRATON or its Subsidiaries has The Sellers and GCC have good, and insurable (to the extent title insurance is available generally valid and, in the applicable jurisdiction at commercially reasonable rates) case of Owned Real Property (as defined below), marketable fee title to, or or, in the case of Leased Real Property (as defined below), a valid and binding leasehold interest in, in all of the material real and or personal property used by the Company included in the Business, including, without limitation, the Owned Real Property, the Leased Real Property and all properties and assets reflected on the Interim Balance SheetAssets, except for personal properties or non-real property assets sold or otherwise disposed of leasehold interests terminated in the ordinary course of business since the date of the Interim Balance Sheet (the “Material Company Assets”)business, all free and clear of all Liensmortgages, security interests, liens, charges and other similar restrictions and encumbrances, except (i) as set forth on Schedule 3.8(a); (ii) as disclosed in the Financial Statements; (iiiii) liens for taxesTaxes, assessments and other governmental charges not yet due and payable or, if due, (A) not delinquent or (B) that are being contested in good faith by appropriate proceedingsfaith; and (iviii) mechanics’', construction, workmen’s's, repairmen’s's, warehousemen’s's, carriers’ ' or other like liens arising or incurred in the ordinary course of business if the underlying obligations are not more than 30 days past due or are being contested in good faith; (v) with respect to the personal propertydue, liens or title retention arrangements arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (vi) with respect to real property, (A) purchase money security interests, easements, licenses, covenantsreservations, rights-of-way way, restrictions, covenants, conditions and other similar restrictions, including, without limitation, any other agreements encumbrances whether of record or restrictions which would be shown by an investigation apparent on premises and defects in chain of title to the extent and nature which a prudent purchaser of property in the relevant jurisdiction would carry out, (B) any conditions that may be shown by survey, title report do not materially or physical inspection (whether or not made) and (C) zoning, building and other similar restrictions, so long as none of (A) or (B) or (C) materially interfere with adversely affect the present use or operation of such properties or assets of the Company in the Business; and (vii) other Liens which would not have a Company Material Adverse Effect real property (such Liens liens, charges and encumbrances described in clauses (i)- (viii)-(iii) hereof are referred to herein as “"Permitted Liens”"). Schedule 3.8(b; provided that no representation is made in this Section 4.7(a) hereto sets forth as with respect to the title of the date of this Agreement a complete Sellers or GCC in and correct list of all material real property owned by the Company and used in the Business (the “Owned Real Property”) and Schedule 3.8(c) hereto sets forth as of the date of this Agreement a complete list of all material real property leased by the Company and used in the Business (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”). Neither Seller nor the Company has received any written notice that either the whole or any material portion of the Real Property is to be condemned, requisitioned or otherwise taken by any public authority. Neither Seller nor the Company has any knowledge of any public improvements that may result in special assessments against any of the Real Property, other than any such assessments which would not have a Company Material Adverse Effect, or that may Business IP except to the extent otherwise affect any of the Real Property other than specifically provided in a manner which would not have Company Material Adverse EffectSection 4.12. (b) To Seller’s Knowledge, (i) Each of the Company has agreements by which the Sellers and GCC have obtained all material Permits necessary for the present use and operation of a leasehold interest in each Leased Real Property (individually, a "Lease" and collectively, the "Leases") is in full force and effect in accordance with its respective terms and the Sellers and GCC are the holders of the lessee's or tenant's interest thereunder; (ii) there exists no default by the uses Sellers or GCC under any Lease and no circumstance exists which, with the giving of notice, the passage of time or both, would result in such a default; (iii) the Sellers and GCC have complied with and timely performed all conditions, covenants, undertakings and obligations on their parts to be complied with or performed under each of the Leases; (iv) the Sellers and GCC have paid all rents and other charges to the extent due and payable under the Leases; (v) there are no leases, subleases, licenses, concessions or any other contracts or agreements granting to any person or entity other than the Sellers or GCC any right to the possession, use, occupancy or enjoyment of any Real Property or any portion thereof; (vi) the current operation and use of the Real Properties by the Sellers or GCC does not violate in any material respect any statute, law, regulation, rule, ordinance, permit, requirement, order or decree now in effect; (vii) the use being made of each Real Property are by the Sellers or GCC at present is in conformity in all material respects with the certificate of occupancy and/or Permits issued for such propertyReal Property; (viii) there are no existing, or to the knowledge of the Sellers and GCC, threatened, condemnation or eminent domain proceedings (or proceedings in lieu thereof) affecting in any material respect the Real Properties or any portion thereof; (ix) no default or breach exists under any of the covenants, conditions, restrictions, rights-of-way, or easements, if any, affecting all or any portion of a Real Property, which are to be performed or complied with by the Sellers or GCC; and (x) except as set forth on Schedule 4.7(b), no consent or approval is required to be obtained under any Lease by or with respect to the Sellers or GCC, and no right of termination shall arise under any other restrictions, covenants Lease in connection with the execution and delivery of this Agreement by the Sellers or conditions affecting such propertythe consummation by the Sellers of the transactions contemplated hereby. Schedule 4.7(b) sets forth a true and complete list of each "sublease" that GCC or any of its Subsidiaries is a party to or otherwise relating to the Business. (c) Each Schedule 4.7(c) contains a list of all of Sellers' and GCC's right, title and interest in real property principally used by Sellers or GCC in the Business ("Owned Real Property Property") and Ground all leased real property principally used by Sellers or GCC in the Business ("Leased Property Real Property" and together with Owned Real Property, the "Real Property"), including all buildings, structures and other improvements situated thereon (includingincluding individually, without limitationa "Facility" and collectively, any sidewalks, storm drainage system, roof, plumbing system, HVAC system, fire protection system, electrical system, equipment, elevators, exterior sidings and doors, irrigation system, and structural components located thereonthe "Facilities") is in good, age-appropriate condition, order and repair in all respects material to its use or operation, except for any defects real property relating to the Montreal Operations (as defined in Section 6.3) or other real property which would not have a Company Material Adverse Effectare Excluded Assets. (d) Each The Sellers and GCC are not obligated under or bound by any option, right of first refusal, purchase contract, or other contractual right to sell or dispose of any Owned Real Property has adequate rights of access or any portions thereof or interests therein which property, portions and interests, individually or in the aggregate, are material to dedicated public ways the Sellers or GCC other than as set forth on Schedule 4.7(d). (e) The Sellers and is served by water, electric, sewer, sanitary sewer, and storm drain facilities, except for any failures in access that would GCC do not have an ownership, financial or other interest in the landlord under any of the Sellers' or GCC's Leases, which exceeds a Company Material Adverse Effect50% ownership, financial or other interest in such landlord.

Real and Personal Properties. (a) KRATON or As of the date of this Agreement, Holdings and its Subsidiaries has good, and insurable (to the extent title insurance is available generally in the applicable jurisdiction at commercially reasonable rates) have good title to, or a valid and binding leasehold interest inin (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)), the material real and personal property used by the Company Holdings and its Subsidiaries in the Businesstheir business, including, without limitation, the Owned Real Property, the Leased Real Property and all properties and assets reflected on the Interim Balance Sheet, except for personal properties or non-real property assets sold or otherwise disposed of in the ordinary course of business since the date of the Interim Balance Sheet (the “Material Company Assets”), all free and clear of all Lienssecurity interests, mortgages, liens, pledges, charges, easements or restrictions (collectively “Encumbrances”), except (i) as set forth on in Schedule 3.8(a2.2(i); , (ii) as disclosed in the Financial Statements; (iii) liens for taxes, assessments and other governmental charges not yet due and payable or, if due, (A) not delinquent delinquent, which would not have a Material Adverse Effect, or (B) being contested in good faith by appropriate proceedings, with adequate reserves maintained by Holdings and its Subsidiaries; (iv) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other like liens arising or incurred in the ordinary course of business if the underlying obligations are not more than 30 days past due or are being contested in good faithfaith which, in each case, would not have a Material Adverse Effect; (v) with respect to the personal property, liens or title retention arrangements arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, which, in each case, would not have a Material Adverse Effect; (vi) with respect to real property, (A) easements, licenses, covenants, rights-of-way and other similar restrictions, including, without limitation, any other agreements or restrictions which would be shown by an investigation of title to the extent and nature which a prudent purchaser buyer of property in the relevant jurisdiction would carry out, (B) any conditions that may be shown by survey, title report or physical inspection (whether or not made) and (C) zoning, building and other similar restrictions, so long as none of (A) or (B) or (C) materially interfere with prevent, or would prevent if enforced, the present use or operation of such properties or assets of the Company real property substantially as currently used by Xxxxxx and its Subsidiaries in the Businesstheir business as currently conducted; and (vii) other Liens Encumbrances which would not reasonably be expected to have a Company Material Adverse Effect (such Liens described in clauses (i)- (vii) hereof are referred to herein as “Permitted Liens”). Schedule 3.8(b) hereto sets forth as of the date of this Agreement a complete and correct list of all material real property owned by the Company and used in the Business (the “Owned Real Property”) and Schedule 3.8(c) hereto sets forth as of the date of this Agreement a complete list of all material real property leased by the Company and used in the Business (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”). Neither Seller nor the Company has received any written notice that either the whole or any material portion of the Real Property is to be condemned, requisitioned or otherwise taken by any public authority. Neither Seller nor the Company has any knowledge of any public improvements that may result in special assessments against any of the Real Property, other than any such assessments which would not have a Company Material Adverse Effect, or that may otherwise affect any of the Real Property other than in a manner which would not have Company Material Adverse Effect. (b) To Seller’s Knowledge, (i) the Company has obtained all material Permits necessary for the present use and operation of each Real Property and (ii) the uses being made of each Real Property are in conformity in all material respects with the certificate of occupancy and/or Permits for such property, and any other restrictions, covenants or conditions affecting such property. (c) Each Owned Real Property and Ground Leased Property (including, without limitation, any sidewalks, storm drainage system, roof, plumbing system, HVAC system, fire protection system, electrical system, equipment, elevators, exterior sidings and doors, irrigation system, and structural components located thereon) is in good, age-appropriate condition, order and repair in all respects material to its use or operation, except for any defects which would not have a Company Material Adverse Effect. (d) Each Real Property has adequate rights of access to dedicated public ways and is served by water, electric, sewer, sanitary sewer, and storm drain facilities, except for any failures in access that would not have a Company Material Adverse Effect.