Common use of REAL AND PERSONAL PROPERTY - LEASED Clause in Contracts

REAL AND PERSONAL PROPERTY - LEASED. Set forth on Schedule 4.14 is a true and accurate description of all real and material personal property leased by Seller, the Company or any Subsidiary. The leased real property set forth on Schedule 4.14, together with all improvements thereon and fixtures therein and other rights appurtenant thereto but excluding any leased real property included in the Retained Assets is referred to herein as the "Leased Real Property". Prior to the date hereof, Seller has made available to Buyer true and complete copies of the leases in effect at the date hereof relating to the Leased Real Property and all material leased personal property. With respect to such leases, the property described in each lease is presently used by Seller, the Company or the Subsidiary indicated on Schedule 4.14 as lessee under such lease, and such leases are in full force and effect and neither Seller, the Company nor any Subsidiary has assigned or transferred any rights under any such lease (except for collateral assignments that will be released at Closing and except pursuant to the Contribution). Neither Seller, the Company nor any Subsidiary is in material default under the terms of any such lease, nor, to the Company's Knowledge, is the lessor in material default under any such lease, and no events have occurred that, with the giving of notice or the lapse of time, or both, would be a material default under any such lease by Seller, the Company or any Subsidiary, or to the Company's Knowledge, by any such lessor. With respect to the Leased Real Property: (i) neither Seller, the Company nor the applicable Subsidiary shares any space with or sublets any space to any other Person, (ii) Seller, the Company or the applicable Subsidiary enjoys peaceful and quiet possession, in all material respects, of such Leased Real Property; (iii) each real property lease listed on Schedule 4.14 is legal, valid, binding and enforceable on Seller, the Company or the applicable Subsidiary and, to the Knowledge of the Company, on the other party thereto in accordance with its terms (except in each case to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law relating to creditors' rights generally and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)), and is in full force and effect, (iv) all of Seller's, the Company's and the Subsidiaries' facilities have received all material Governmental Permits required in connection with the operation thereof by Seller, the Company or such Subsidiary and have been operated and maintained by Seller, the Company or such Subsidiary, in all material respects, in accordance with applicable Requirements of Law; and (v) all of Seller, the Company's and the Subsidiaries' facilities located on the Leased Real Property are supplied with utilities and other services necessary for the operation by Seller, the Company or such Subsidiary of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable Requirements of Law and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting such Leased Real Property. All of the Owned Real Property and Leased Real Property constitute all or substantially all of the real property used in connection with the operation of the business of Seller, the Company and the Subsidiaries as currently conducted (other than the Retained Assets). Notwithstanding the foregoing, neither Parent nor Seller makes any representations or warranties under this Section 4.14 with respect to the Retained Assets and Retained Liabilities.

REAL AND PERSONAL PROPERTY - LEASED. Set forth on Schedule 4.14 is a SCHEDULE 2.01(d) (in the case of real property) and SCHEDULE 2.01(a) (in the case of personal property), are true and accurate description listings of all real and material personal property leased by Sellerleases to which Seller is a party (other than personal property leases with annual payments of less than $5,000 and which leases, together with the other contracts and agreements (other than real property leases) not required to be disclosed on SCHEDULES 2.01(a) AND (d), in the aggregate have annual payments of less than $50,000 or which are terminable without penalty on one month or less notice) setting forth (i) the name of the lessor and (ii) with respect to the real property leases, the Company or any Subsidiarylegal description of the property leased. The leased real property Except as set forth on Schedule 4.14, together with all improvements thereon and fixtures therein and other rights appurtenant thereto but excluding any SCHEDULE 2.01(d) (in the case of leased real property included property) and SCHEDULE 2.01(a) (in the Retained Assets is referred to herein as the "Leased Real Property". Prior to the date hereofcase of leased personal property), Seller has made available to Buyer true and complete copies all of the leases in effect at the date hereof relating to the Leased Real Property and all material leased personal property. With respect to set forth on such leases, the property described in each lease is presently used by Seller, the Company or the Subsidiary indicated on Schedule 4.14 as lessee under such lease, and such leases Schedules (i) are in full force and effect and neither Seller, the Company nor any Subsidiary has assigned or transferred any rights under any such lease (except for collateral assignments that will be released at Closing and except pursuant to the Contribution). Neither Seller, the Company nor any Subsidiary is in material default under the terms of any such lease, nor, to the Company's Knowledge, is the lessor in material default under any such lease, and no events have occurred that, with the giving of notice or the lapse of time, or both, would be a material default under any such lease by Seller, the Company or any Subsidiary, or to the Company's Knowledge, by any such lessor. With respect to the Leased Real Property: (i) neither Seller, the Company nor the applicable Subsidiary shares any space with or sublets any space to any other Person, (ii) Seller, the Company or the applicable Subsidiary enjoys peaceful and quiet possession, in all material respects, of such Leased Real Property; (iii) each real property lease listed on Schedule 4.14 is legal, are valid, binding and enforceable on Sellerin accordance with their respective terms, the Company or the applicable Subsidiary (ii) Seller has paid all accrued and currently payable rents and other payments required by such leases, (iii) Seller and, to the Knowledge of the CompanySeller's knowledge, on the each other party thereto in accordance have complied with its terms (except in each case to the extent that all their respective covenants and provisions of such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law relating to creditors' rights generally and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)), and is in full force and effectleases, (iv) all of neither Seller nor, to Seller's's knowledge, the Company's and the Subsidiaries' facilities have received all material Governmental Permits required any other party is in connection with the operation thereof by Sellerdefault in any respect under any such leases, the Company or such Subsidiary and have been operated and maintained by Seller, the Company or such Subsidiary, in all material respects, in accordance with applicable Requirements of Law; and (v) all no party has asserted any defense, set off, or counterclaim thereunder, (vi) no waiver, indulgence or postponement of Seller, the Company's and the Subsidiaries' facilities located on the Leased Real Property are supplied with utilities and other services necessary for the operation any obligations thereunder has been granted by Seller, the Company or such Subsidiary of such facilities, including gas, electricity, water, telephone, sanitary sewerany party, and storm sewer, all (vii) the validity or enforceability of which services are adequate any such lease will be in accordance with all applicable Requirements of Law and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting such Leased Real Property. All no way affected by the sale of the Owned Real Property and Leased Real Property constitute Assets to Purchaser provided all or substantially all of required consents have been obtained from the real property used in connection with the operation of the business of Seller, the Company and the Subsidiaries as currently conducted (other than the Retained Assets). Notwithstanding the foregoing, neither Parent nor Seller makes any representations or warranties under this Section 4.14 with respect parties to the Retained Assets and Retained Liabilitiessuch lease.

REAL AND PERSONAL PROPERTY - LEASED. Set forth on Schedule 4.14 is a true and accurate description of all real and material personal property leased by Seller, the Company or any Subsidiary. The leased real property set forth on Schedule 4.14, together with all improvements thereon and fixtures therein and other rights appurtenant thereto but excluding any leased real property included in the Retained Assets is referred to herein as the "“Leased Real Property"”. Prior to the date hereof, Seller has made available to Buyer true and complete copies of the leases in effect at the date hereof relating to the Leased Real Property and all material leased personal property. With respect to such leases, the property described in each lease is presently used by Seller, the Company or the Subsidiary indicated on Schedule 4.14 as lessee under such lease, and such leases are in full force and effect and neither Seller, the Company nor any Subsidiary has assigned or transferred any rights under any such lease (except for collateral assignments that will be released at Closing and except pursuant to the Contribution). Neither Seller, the Company nor any Subsidiary is in material default under the terms of any such lease, nor, to the Company's ’s Knowledge, is the lessor in material default under any such lease, and no events have occurred that, with the giving of notice or the lapse of time, or both, would be a material default under any such lease by Seller, the Company or any Subsidiary, or to the Company's ’s Knowledge, by any such lessor. With respect to the Leased Real Property: (i) neither Seller, the Company nor the applicable Subsidiary shares any space with or sublets any space to any other Person, (ii) Seller, the Company or the applicable Subsidiary enjoys peaceful and quiet possession, in all material respects, of such Leased Real Property; (iii) each real property lease listed on Schedule 4.14 is legal, valid, binding and enforceable on Seller, the Company or the applicable Subsidiary and, to the Knowledge of the Company, on the other party thereto in accordance with its terms (except in each case to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Requirements of Law relating to creditors' ’ rights generally and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)), and is in full force and effect, (iv) all of Seller's’s, the Company's ’s and the Subsidiaries' ’ facilities have received all material Governmental Permits required in connection with the operation thereof by Seller, the Company or such Subsidiary and have been operated and maintained by Seller, the Company or such Subsidiary, in all material respects, in accordance with applicable Requirements of Law; and (v) all of Seller, the Company's ’s and the Subsidiaries' ’ facilities located on the Leased Real Property are supplied with utilities and other services necessary for the operation by Seller, the Company or such Subsidiary of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable Requirements of Law and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting such Leased Real Property. All of the Owned Real Property and Leased Real Property constitute all or substantially all of the real property used in connection with the operation of the business of Seller, the Company and the Subsidiaries as currently conducted (other than the Retained Assets). Notwithstanding the foregoing, neither Parent nor Seller makes any representations or warranties under this Section 4.14 with respect to the Retained Assets and Retained Liabilities.