Common use of Real and Personal Properties Clause in Contracts

Real and Personal Properties. Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have (i) good, marketable and valid fee simple title to all of their respective Owned Real Property, in each case free and clear of all Liens except Permitted Liens, and there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein, (ii) good, marketable and valid title to, valid leasehold interests in or valid rights under contract to use, all the personal properties and assets reflected on the most recent audited balance sheet of the Company and its Subsidiaries included in the Company SEC Documents as being owned, leased or otherwise used, as applicable, by the Company or one of its Subsidiaries or acquired after the date thereof (except for properties and assets that have been disposed of in the ordinary course of business consistent with past practice since the date thereof) and (iii) valid leasehold interests in all of their respective Leased Real Property, in each case free and clear of all Liens, other than Permitted Liens. With respect to each of the Leases, and except as would not reasonably be expected to be material and adverse to the Company: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the Company’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed; (iii) neither the Company nor its Subsidiary nor any other party to the Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; and (iv) the Company or its Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein.

Real and Personal Properties. Except as as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have (i) good, marketable good and valid fee simple title to all of their respective Owned Real Property, in each case free and clear of all Liens except Permitted Liens, and there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest thereinowned real property, (ii) good, marketable good and valid title to, valid leasehold interests in or valid rights under contract to use, all the personal properties and assets reflected on the most recent audited balance sheet of the Company and its Subsidiaries included in the Company SEC Documents as being owned, leased or otherwise used, as applicable, owned by the Company or one of its Subsidiaries or acquired after the date thereof (except for properties and assets that have been disposed of in the ordinary course of business consistent with past practice since the date thereof) and (iii) valid leasehold interests in all of their respective Leased Real Propertyleased real property, in each case free and clear of all Liens, other than Permitted Liens. With respect to Section 3.15 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true, complete and correct list of all of the material real property owned or leased by the Company or any of its Subsidiaries. The Company and each of its Subsidiaries has complied with the Leasesterms of all leases, subleases and licenses entitling it to the use of real property owned by third parties except as as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company and each Subsidiary of the Company is in exclusive possession of the properties or assets purported to be material and adverse to the Company: leased under all such leases, except for (i) such Lease is legalfailures to have such possession of material properties or assets as, validindividually or in the aggregate, bindingdo not materially impair and would not reasonably be expected to materially impair, enforceable the continued use and operation of such material assets to which they relate in full force the conduct of the Company’s and effect; its Subsidiaries’ business as presently conducted and (ii) failures to have such possession of properties or assets as, individually or in the Company’s or its Subsidiary’s possession aggregate, have not had and quiet enjoyment of the Leased Real Property under such Lease has would not been disturbed; (iii) neither the reasonably be expected to have a Company nor its Subsidiary nor any other party to the Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; and (iv) the Company or its Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest thereinMaterial Adverse Effect.

Real and Personal Properties. Except as as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have (i) good, marketable good and valid fee simple title to all of their respective Owned Real Property, in each case free and clear of all Liens except Permitted Liens, and there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest thereinowned real property, (ii) good, marketable good and valid title to, valid leasehold interests in or valid rights under contract to use, all the personal properties and assets reflected on the most recent audited balance sheet of the Company and its Subsidiaries included in the Company SEC Documents as being owned, leased or otherwise used, as applicable, owned by the Company or one of its Subsidiaries or acquired after the date thereof (except for properties and assets that have been disposed of in the ordinary course of business consistent with past practice since the date thereof) and (iii) valid leasehold interests in all of their respective Leased Real Propertyleased real property, in each case free and clear of all Liens, other than Permitted Liens. With respect to Section 3.15 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true, complete and correct list of all of the material real property owned or leased by the Company or any of its Subsidiaries. The Company and each of its Subsidiaries has complied with the Leasesterms of all leases, subleases and licenses entitling it to the use of real property owned by third parties except as as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company and each Subsidiary of the Company is in exclusive possession of the properties or assets purported to be material and adverse to the Company: leased under all such leases, except for (i) such Lease is legalfailures to have such possession of material properties or assets as, validindividually or in the aggregate, bindingdo not materially impair and would not reasonably be expected to materially impair, enforceable the continued use and operation of such material assets to which they relate in full force the conduct of the Company's and effect; its Subsidiaries' business as presently conducted and (ii) failures to have such possession of properties or assets as, individually or in the Company’s or its Subsidiary’s possession aggregate, have not had and quiet enjoyment of the Leased Real Property under such Lease has would not been disturbed; (iii) neither the reasonably be expected to have a Company nor its Subsidiary nor any other party to the Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; and (iv) the Company or its Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest thereinMaterial Adverse Effect.

Real and Personal Properties. Except (a) The Company does not own any real property nor has it owed any real property in the past five (5) years except as would not reasonably be expected to have a Company Material Adverse Effectset forth on Schedule 4.11(a). Schedule 4.11(a) identifies all of the real property demised by leases or subleases, including the name of each lease agreement together with all material amendments thereto and assignments thereof (collectively, the “Leases”) to the Company and its Subsidiaries have (i) goodcollectively, marketable and valid fee simple title to all of their respective Owned the “Leased Real Property”). Correct and complete copies of such Leases (including all material amendments and assignments thereof) as in full force and effect as of the date of this Agreement have been made available to Buyer. (b) The Company holds a valid and existing leasehold interest under each of the Leases to which it is a party for the terms set forth therein. All of the Leases are in full force and effect and enforceable by the Company in accordance with their terms, subject to the Enforceability Exceptions. The Company has performed all material obligations required to be performed under each such Lease and the Company is not in each case free and clear material breach of all or in material default under any Lease to which it is a party. As of the Closing, there will be no mortgages or other Liens except Permitted Lienson the Company’s leasehold interest, and there are no outstanding optionsas applicable in the Leased Real Property. (c) The Company has not received written or, rights to the Company’s knowledge, oral notice of first offer any pending or rights of first refusal to purchase contemplated condemnation, expropriation or other proceeding in eminent domain affecting the Owned Leased Real Property or any portion thereof or interest therein, and to the Company’s Knowledge, no such proceeding has been threatened against the Leased Real Property. Neither the Company nor Seller has received any written or oral notice that the current use and occupancy of the Leased Real Property violates any Law in any material respect. (iid) good, marketable and valid title to, valid leasehold interests in or valid rights under contract to use, all The Company owns the items of material tangible personal properties and assets property reflected on the most recent audited balance sheet of the Company and its Subsidiaries included in the Company SEC Documents as being owned, leased or otherwise used, as applicable, by the Company or one of its Subsidiaries Acquisition Balance Sheet or acquired after the date thereof thereafter (except for properties and assets reflected thereon or acquired thereafter that have been disposed of in the ordinary course of business consistent with past practice since the date thereof) and (iii) valid leasehold interests in all of their respective Leased Real Propertythe Acquisition Balance Sheet), in each case free and clear of all Liens, other than except for (i) Liens identified or described on Schedule 4.11(d) and (ii) Permitted Liens. With respect to each The tangible personal property of the LeasesCompany owned or leased by the Company has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject only to ordinary wear and tear), and except as would not reasonably be expected is suitable for the purposes for which it is presently used and presently is proposed to be material and adverse to used. (e) Except for the Company: (i) such Lease is legalassets set forth on Schedule 4.11(e), valid, binding, enforceable and in full force and effect; (ii) the Company’s or its Subsidiary’s possession and quiet enjoyment none of the Leased Real Property under such Lease has not been disturbed; (iii) neither the Company nor its Subsidiary nor any other party to the Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery assets of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; and (iv) the Company or its Subsidiary has not collaterally assigned or granted any other security interest in such Lease Seller or any interest thereinof its Subsidiaries are used to operate the business as presently conducted.

Real and Personal Properties. Except as would (a) The Acquired Companies do not reasonably be expected to have a Company Material Adverse Effectown, directly or indirectly, any real property or interests in real property. Section 4.12(a) of the Disclosure Letter identifies all of the real property devised by leases, subleases, licenses or other occupancy agreements (collectively, the Company and its Subsidiaries have “Leases”) to any of the Acquired Companies (i) goodcollectively, marketable and valid fee simple title to all of their respective Owned the “Leased Real Property”). The Leased Real Property constitutes all interests in real property currently used by the Acquired Companies for the continued operation of the business of the Acquired Companies. (b) Each applicable Acquired Company holds a valid and existing leasehold interest under each of the Leases to which it is a party for the terms set forth therein. Each of the Leases are in full force and effect and enforceable by the Acquired Company which is a party thereto in accordance with their terms, subject to the Enforceability Exceptions. No Acquired Company, and to the Company’s Knowledge no other party to a Lease, is in breach of or in material default under any Lease and there exists no condition, state of facts or event that with the passage of time or giving of notice would constitute a breach or a default on the part of any Acquired Company, or to the Company’s Knowledge on the part of any other party to a Lease, in the performance of any obligations under any Lease. The applicable Acquired Company’s possession and quiet enjoyment of the real property subject to a Lease has not been disturbed. (c) The Acquired Companies own each case free and clear of all Liens except Permitted Liens, and there are no outstanding options, rights the items of first offer or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein, (ii) good, marketable and valid title to, valid leasehold interests in or valid rights under contract to use, all the material tangible personal properties and assets property reflected on the most recent audited balance sheet of the Company and its Subsidiaries included in the Company SEC Documents as being owned, leased or otherwise used, as applicable, by the Company or one of its Subsidiaries Acquisition Balance Sheet or acquired after the date thereof thereafter (except for properties and assets reflected thereon or acquired thereafter that have been disposed of in the ordinary course of business consistent with past practice since the date thereof) and (iii) valid leasehold interests in all of their respective Leased Real Propertythe Acquisition Balance Sheet), in each case free and clear of all Liens, other than Permitted Liens. With respect to each of the Leases, and except as would not reasonably be expected to be material and adverse to the Company: for (i) such Lease is legal, valid, binding, enforceable Liens identified or described in Section 4.12(c) of the Disclosure Letter and in full force and effect; (ii) the Company’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed; (iii) neither the Company nor its Subsidiary nor any other party to the Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; and (iv) the Company or its Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest thereinPermitted Liens.

Real and Personal Properties. Except as would not reasonably be expected to have a Company Material Adverse Effect, the (a) The Company and its Subsidiaries have each Company Subsidiary has (i) good, marketable good and valid fee simple title to to, or valid leasehold or sublease interests in all of their respective Owned Real Propertyreal property, and (ii) good and valid title to, or valid leasehold or other comparable contract rights in, all of their respective tangible assets and other personal properties that are material to the conduct of the Company Business, in each case case, free and clear of all Liens Encumbrances, except (a) Permitted LiensEncumbrances, and (b) mortgages, deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the consolidated financial statements of the Company included in the Company SEC Documents. Such assets are sufficient for the continued operation of the Company Business. All properties used in the operations of the Company Business are reflected on the Company Balance Sheet to the extent required under GAAP to be so reflected. (b) Schedule 3.10(b) to the Company Disclosure Letter is a complete and correct list of (i) all real property and interests in real property owned by the Company or any Company Subsidiary (each such property or interest, an “Owned Real Property”), and (ii) all real property leases, subleases, licenses, rights of entry or similar agreements related to the use or occupancy of real property to which the Company or any Company Subsidiary is a party (each such property or interest, a “Leased Real Property”). With respect to Owned Real Property, (A) the Company or the Company Subsidiary, as applicable, has good and valid fee title thereto, free and clear of all Encumbrances other than Permitted Encumbrances, (B) neither the Company nor such Company Subsidiary has leased or otherwise granted to any other Person the right to use or occupy such Owned Real Property or any portion thereof, (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase any such Owned Real Property or any portion thereof of interest therein, and (D) there is no condemnation or other proceeding in eminent domain pending or, to the Company’s knowledge, threatened, affecting such Owned Real Property or any portion thereof or interest therein. With respect to Leased Real Property, (iiw) good, marketable and valid title to, valid leasehold interests in or valid rights under contract to use, all the personal properties and assets reflected on the most recent audited balance sheet of the Company and its Subsidiaries included in or the Company SEC Documents as being owned, leased or otherwise usedSubsidiary, as applicable, by the Company or one of its Subsidiaries or acquired after the date thereof (except for properties and assets that have been disposed of has a valid leasehold/subleasehold interest in the ordinary course of business consistent with past practice since the date thereof) and (iii) valid leasehold interests in all of their respective Leased Real Propertyreal properties otherwise leased/subleased by it as lessee/sublessee, in each case free and clear of all Liens, Encumbrances other than Permitted Liens. With respect to each of the LeasesEncumbrances, and except as would not reasonably be expected to be material and adverse to the Company: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the Company’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed; (iiix) neither the Company nor its Subsidiary nor any other party to the Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; and (iv) the Company or its Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof or collaterally assigned or granted any other security interest in any such Lease leasehold/subleasehold estate or any interest therein. The Company has delivered to Acquiror true, correct and complete copies of all leases, subleases and other Contracts under which the Company and/or any Company Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any Leased Real Property, including all modifications, amendments and supplements thereto. Each of such leases, subleases and other Contracts under which the Company and/or any Company Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any Leased Real Property is a legal, valid and binding agreement, enforceable in accordance with its terms, and no material default has occurred, nor has there occurred any event which with notice, the passage of time, or both, would constitute a material default under such leases, subleases or Contracts. (c) The Company and its Subsidiaries are not in violation in any material respect of any material Applicable Laws regarding the operation of its Owned Real Property or Leased Real Property, nor has the Company or any of its Subsidiaries received any notice of material violation of any such Applicable Laws. To the Company’s knowledge, there are no Applicable Laws, covenants or restrictions, or any change contemplated therein, or any judicial or administrative action, or action by adjacent landowners, or natural or artificial conditions upon any such real property or any other facts or conditions which would be reasonably likely to be material to the Company and its Subsidiaries, taken as a whole. (d) The personal property and equipment of each of the Company and each Company Subsidiary that are used in and material to the operations of their respective businesses are (i) in good operating condition and repair, subject to normal wear and tear, (ii) not obsolete or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business, consistent with past practice, and (iii) free from any material defects,.