Common use of Real Properties Clause in Contracts

Real Properties. (a) Section 3.17(a) of the Company Disclosure Letter sets forth a true, complete and correct list as of the date of this Agreement of the street address of each real property and interests in real property owned by the Company or any Company Subsidiary (collectively, the “Owned Real Property”). There are no outstanding rights of first offer, rights of first refusal or any other options or contracts to purchase any of the Owned Real Property. (b) Section 3.17(b) of the Company Disclosure Letter sets forth a true, complete and correct list as of the date of this Agreement of the street address of each real property leased or subleased by the Company or any Company Subsidiary (collectively, the “Leased Real Property” and each lease for Leased Real Property, including any applicable amendments and/or guaranties related thereto, a “Real Property Lease”). The Company has made available to Parent a copy of each Real Property Lease which is true, correct and complete in all material respects. (c) The Company or a Company Subsidiary has (i) good and marketable fee simple title to all Owned Real Property and (ii) good and valid leasehold, subleasehold or license interests in or right to use all Leased Real Property, in each case free and clear of all Liens except for Permitted Liens. Neither the Company nor any Company Subsidiary has received any written communication from, or given any written communication to, any other party to a Real Property Lease, alleging that (i) the Company or any Company Subsidiary or such other party, as the case may be, is in material default under such lease or (ii) an event has occurred that, with notice or lapse of time, or both, would constitute a material default by the Company or a Company Subsidiary or any other party thereto, or permit any party (other than the Company or a Company Subsidiary) to terminate, modify terms or accelerate rent, under such lease. Each Real Property Lease is in full force and effect against the Company or respective Company Subsidiary, as applicable, and, to the knowledge of the Company, the other party thereto. Neither the Company nor any Subsidiary has assigned or subleased its interest in the Leased Real Property. (d) Neither the Company nor any Company Subsidiary has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation (nor to the knowledge of the Company, is any such proceeding, action or agreement pending or threatened in writing) with respect to all or a material portion of the Owned Real Property, Leased Real Property. (e) The occupancies and uses by the Company or any Company Subsidiary of the Owned Real Property and Leased Real Property comply in all material respects with all applicable Laws.

Real Properties. (a) Section 3.17(a) 3.1.35 of the Company Disclosure Letter sets forth contains a true, complete and correct list as of all of the date Real Property Leases setting out, in respect of this Agreement each Real Property Lease, the identity of the street lessor and of the lessee, a description of the leased premises (by municipal address of each real property and interests in real property owned by the Company or any Company Subsidiary (collectivelyproper legal description), the “Owned term of the Real Property”Property Lease (specifying the current expiration date). There are no outstanding , the space occupied, the rental payments under the Real Property Lease (specifying any breakdown of base rent and additional rents and the date through which such payments have been made), any security deposit or other guarantee such as letters of credit or movable hypothecs, any rights of first offerrenewal or termination and the terms thereof, rights any “must operate” requirements and any restrictions on use of first refusal leased premises or any other options on assignment or contracts to purchase any change of control of the Owned lessee. Complete and accurate copies of the Real PropertyProperty Leases including all amendments, modifications, notices or memoranda of lease, all estoppel certificates or subordinations, non-disturbance and attornment agreements, if any, and other documents related thereto have been delivered to the Purchaser. (b) Section 3.17(b) All rent to be paid and other payments required to be made by any Target pursuant to the Real Property Leases have been duly paid or made to date, and no Target is otherwise in default in meeting its obligations under any of the Company Disclosure Letter sets forth a true, complete and correct list Real Property Leases. The Targets are not party to any lease or sub-lease as lessor or sub-lessor. None of the date of this Agreement lessors under any of the street address of each real property leased or subleased by the Company or any Company Subsidiary (collectively, the “Leased Real Property” and each lease for Leased Real Property, including any applicable amendments and/or guaranties related thereto, a “Real Property Lease”). The Company has made available to Parent a copy Leases is in default in meeting any of each its obligations under any of the Real Property Lease which is trueLeases. No situation exists which, correct and complete in all material respects. (c) The Company by reason of the passage of time or a Company Subsidiary has (i) good and marketable fee simple title to all Owned Real Property and (ii) good and valid leasehold, subleasehold or license interests in or right to use all Leased Real Property, in each case free and clear the giving of all Liens except for Permitted Liens. Neither the Company nor any Company Subsidiary has received any written communication from, or given any written communication to, any other party to a Real Property Lease, alleging that (i) the Company or any Company Subsidiary or such other party, as the case may be, is in material default under such lease or (ii) an event has occurred that, with notice or lapse of timenotice, or both, would constitute a material default by any party to any of the Company or a Company Subsidiary or any other party Real Property Leases. (c) The present use of, and operations conducted at, each Leased Real Property is permitted under the terms of the Real Property Lease applicable thereto, or permit any party (other than the Company or a Company Subsidiary) to terminate, modify terms or accelerate rent, under such lease. Each and no Real Property Lease is in full force and effect against the Company or respective Company Subsidiary, as applicable, and, to the knowledge of the Company, the other party thereto. Neither the Company nor any Subsidiary has assigned or subleased its interest in the Leased Real Propertya sublease. (d) Neither the Company nor any Company Subsidiary has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation (nor to the knowledge Section 3.1.35 of the CompanyDisclosure Letter also contains, is any such proceedingseparately, action or agreement pending or threatened in writing) with respect to a complete and accurate list of all or a material portion Owned Properties. Except for Permitted Encumbrances, the Targets are the absolute legal beneficial owners of and have good and marketable title to, all the Owned Real PropertyProperties, Leased Real Propertyfree and clear of all Encumbrances. (e) The occupancies Real Properties constitute all of the real and uses immovable property interests held for use, or used, by the Company Targets. (f) Except as disclosed in Section 3.1.35 of the Disclosure Letter, there are no Contracts granting to any other Person the option to or the right of use or occupancy of any of the Real Properties (or any Company Subsidiary portion thereof), and there is no other Person in possession of all or any portion of the Owned Real Properties. (g) None of the facilities currently existing on any of the Real Properties encroaches upon, and any facilities under construction on any of the Real Properties will not encroach upon, the real or immovable property of any other Person except for Permitted Encumbrances. No facility of any other Person encroaches upon any of the Real Properties. Each facility currently existing on any of the Real Properties is supplied with utilities and other services (including gas, electricity, water, drainage, sanitary sewer, storm sewer, fire protection and telephone) necessary for the operation of such facility as the same is currently operated. Each parcel of Real Property has a legally valid and Leased enforceable right to access by Persons or vehicles to a public road. (h) Owned Properties are zoned in a final and binding manner which permits its current use. (i) Except as disclosed in Section 3.1.35 of the Disclosure Letter, there are no outstanding Work Orders or other requirements or notices relating to the Real Properties which have been issued by any other Governmental Authority or any board of any fire underwriters or any insurer nor are there any notices or matters under discussion with any such departments or authorities relating to Work Orders or other requirements or notices; (j) The Targets have not received any notice from any Governmental Authority with respect to any by-law change affecting any of the Real Properties or any notice relating to any threatened or pending condemnation of any of the buildings located on the Real Properties. (k) The Targets have not received any notice and are not aware of any material or substantial facts or circumstances relating to any of the Real Properties or to the zoning, or permitted uses thereof, or the provisions of any of the Real Property comply Leases, which have not been disclosed to the Purchaser and which might, if disclosed, be reasonably expected to affect the Purchaser’s decision to enter into this Agreement. (l) All repairs and improvements to the buildings located at the Real Properties being carried out by the Vendors shall be completed in a good and workerlike manner and fully paid for prior to the Closing Date. (m) To the knowledge of the Vendors, there are no latent defects in the Real Properties. (n) No business or operations are conducted at or on any of the Real Properties other than those of the Targets. (o) Complete and accurate copies of all material respects with Real Estate Leases and of all applicable Lawscertificates of location, surveys, title, opinion or report, deeds of acquisition and title insurance which relate, in whole or in part, to the Owned Properties have been given to the Purchaser.

Real Properties. (a) Section 3.17(a3.14 (a) of the Company Disclosure Letter Schedule sets forth a true, true and complete and correct list as of the date of this Agreement of the street address of each real property and interests in real property owned by the Company or any Company Subsidiary (collectively, the “all Owned Real Property”). There are no outstanding rights of first offer, rights of first refusal or any other options or contracts to purchase any of the Owned Real Property. (b) Section 3.17(b) of the Company Disclosure Letter sets forth a true, complete Properties and correct list as of the date of this Agreement of the street address of each real property leased or subleased by the Company or any Company Subsidiary (collectively, the “all Leased Real Property” and each lease for Leased Real Property, including any applicable amendments and/or guaranties related thereto, a “Real Property Lease”)Properties. The Company has made available to Parent a copy of each Real Property Lease which is true, correct and complete in all material respects. (c) The Company or a Company Subsidiary Each Group Companies has (i) good and marketable fee simple absolute hereditary title to all Owned Real Property Properties and (ii) good and valid leasehold, subleasehold or license marketable leasehold interests in or right to use all Leased Real PropertyProperties, in each case case, free and clear of all Liens except for Permitted LiensEncumbrances. Neither No parcel of Owned Real Properties or Leased Real Properties is subject to any governmental decree or order requiring the Company nor sale and is or, to the Knowledge of the Sellers, is being condemned, expropriated, rezoned or otherwise taken by any Company Subsidiary public authority, with or without compensation, and no such condemnation, expropriation or taking has received been proposed. All leases of the Leased Real Properties, and all amendments and modifications thereto, are in full force and effect, and there is no default under any written communication fromsuch lease by the Target Company, any of its Subsidiaries or given any written communication to, any other party to a Real Property Leasethereto, alleging that (i) the Company or nor is there any Company Subsidiary or such other party, as the case may be, is in material default under such lease or (ii) an event has occurred thatwhich, with notice or the giving of notice, lapse of time, time or both, would constitute a material default thereunder by the Company or a Company Subsidiary Target Company, any of its Subsidiaries or any other party thereto, or permit any party (other than the Company or a Company Subsidiary) to terminate, modify terms or accelerate rent, under such lease. Each Real Property Lease is in full force and effect against the Company or respective Company Subsidiary, as applicable, and, to the knowledge All leases of the Company, the other party thereto. Neither the Company nor any Subsidiary has assigned or subleased its interest in the Leased Real PropertyProperties shall remain valid and binding after the Closing in accordance with their terms. (db) Neither There are no contractual or legal restrictions that preclude or limit the Company nor any Company Subsidiary has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation (nor to the knowledge ability of the Company, is Target Company or any such proceeding, action of its Subsidiaries to use or agreement pending propose to use any Owned Real Properties or threatened in writing) with respect to all Leased Real Properties. There are no material latent defects or a material portion of adverse physical conditions affecting the Owned Real Property, Properties or the Leased Real Property. (e) The occupancies Properties. All hospitals, clinics, warehouses, distribution centers, structures and uses by the Company or any Company Subsidiary of other buildings located on either the Owned Real Property and Properties or the Leased Real Property comply Properties are adequately maintained and in all material respects with all applicable Lawsgood operating condition and repair and as appropriate for the needs of the business of the Group Companies as currently conducted.

Real Properties. (a) Section 3.17(aThe Company (or the Subsidiary listed on Schedule 3.11(a)) of has good and marketable title to the Company Disclosure Letter sets real properties set forth a true, complete and correct list as of the date of this Agreement of the street address of each real property and interests in real property owned by the Company or any Company Subsidiary on Schedule 3.11(a) (collectively, the “Owned Real Property”), free and clear of Liens, except for Permitted Liens, and except for matters that would not have a Material Adverse Effect. There are Except as set forth on Schedule 3.11(a), no outstanding rights of first offerOwned Real Property is subject to any sales contract, rights option, right of first refusal or similar agreement or arrangement with any other options or contracts to purchase any of the Owned Real Propertythird party except as would not have a Material Adverse Effect. (b) Section 3.17(bSchedule 3.11(b) of the Company Disclosure Letter hereto sets forth a true, complete and correct list as of the date of this Agreement of the street address of each real property leased lease or subleased by other agreement under which the Company or any Company Subsidiary leases or has rights in any material real property (collectively, the “Leased Real PropertyProperty Leases” and and, each lease for Leased Real Property, including any applicable amendments and/or guaranties related theretoindividually, a “Real Property Lease”). The Company has True and complete copies of the Real Property Leases have been made available to Parent the Buyer and/or its agents by the Company. Except as set forth on Schedule 3.11(b) hereto, the Company or a copy Subsidiary has a valid and subsisting leasehold interest in all the real property which is the subject of each of the respective Real Property Lease which is trueLeases set forth on Schedule 3.11(b) hereto (individually, correct and complete in all material respectsthe “Leased Real Property” and, collectively, the “Leased Real Properties”). (c) The Company or a Company Subsidiary has Except as set forth in Schedule 3.11(c), (i) good and marketable fee simple title to all Owned Real Property and (ii) good and valid leasehold, subleasehold or license interests in or right to use all Leased Real Property, in each case free and clear of all Liens except for Permitted Liens. Neither the Company nor any Company Subsidiary has received any written communication from, or given any written communication to, any other party to a Real Property Lease, alleging that (i) the Company or any Company Subsidiary or such other party, as the case may be, is in material default under such lease or (ii) an event has occurred that, with notice or lapse of time, or both, would constitute a material default by the Company or a Company Subsidiary or any other party thereto, or permit any party (other than the Company or a Company Subsidiary) to terminate, modify terms or accelerate rent, under such lease. Each Real Property Lease is in full force and effect against and is the legal, valid and binding obligation of the Company or respective Company Subsidiary, as applicable, any Subsidiary and, to the knowledge Knowledge of the Company, the other party parties thereto. Neither ; (ii) neither the Company nor any Subsidiary is in default under any Real Property Lease and (iii) to the Knowledge of the Company, no lessor is in default in any material respect under any Real Property Lease. To the Knowledge of the Company, no event has assigned occurred which, with notice or subleased its interest lapse of time and without cure being contemplated, would constitute a breach or default under any Real Property Lease or permit termination or modification thereof or acceleration thereunder. To the Knowledge of the Company, each Real Property Lease is and will continue to be legal, valid and binding and in full force and effect on the Leased Real Propertyidentical terms immediately following the transactions contemplated hereby. (d) Neither To the Company nor any Company Subsidiary has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation (nor to the knowledge Knowledge of the Company, is no material permit, license or certificate of occupancy pertaining to the leasing or operation of any such proceeding, action Owned Real Property or agreement pending or threatened in writing) with respect to all or a material portion of the Owned Leased Real Property, Leased Real Propertyother than those which are transferable with such property, is required by any Governmental Authority. (e) The occupancies and uses by the Company or any Company Subsidiary of the Owned Real Property and Leased Real Property comply in all material respects with all applicable Laws.

Real Properties. (a) Section 3.17(a) Each of the Company Disclosure Letter Property Affiliates has good record and indefeasible title in fee simple to, or a valid leasehold interest in, its Real Property except for any Liens permitted by Section 6.2 of this Agreement. Schedule 1.1(d) sets forth a truetrue and complete list of all Real Properties as at the Closing Date, complete and correct list as including (i) the name of each Property Affiliate that owns or leases each Real Property, (ii) the date of this Agreement of the street address of each Real Property and (iii) whether such Real Property is held in fee simple or as a leasehold interest. All of the Platform Affiliates are listed on Schedule 1.1(b). The Real Properties collectively constitute all of the real property and interests in real property properties owned or leased by the Company or any Company Subsidiary (collectivelyBorrowers, the “Owned Real Property”). There are no outstanding rights of first offer, rights of first refusal Subsidiaries or any other options or contracts to purchase any of the Owned Real PropertyPlatform Affiliates. (b) Section 3.17(b) None of the Company Disclosure Letter sets forth a trueBorrowers, complete and correct list as of the date of this Agreement of the street address of each real property leased directly or subleased by the Company or indirectly, owns any Company Subsidiary interest in (collectively, the “Leased Real Property” and each lease for Leased Real Property, including i) any applicable amendments and/or guaranties related thereto, a “Real Property Lease”which is not listed on Schedule 1.1(d) or (ii) any Person which is not a Subsidiary Guarantor or a Platform Affiliate, except for any Person which is listed on Schedule 1.1(g). The Company has made available to Parent a copy of each Real Property Lease which is true, correct and complete All Persons listed on Schedule 1.1(g) do not engage in all material respectsany active business. (c) The Company or a Company Except as described in Schedule 3.8(c), none of the Borrowers, the Subsidiary Guarantors or, to the actual knowledge of the Borrowers, any of the Platform Affiliates has (i) good and marketable fee simple title to all Owned Real Property and (ii) good and valid leasehold, subleasehold or license interests in or right to use all Leased Real Property, in each case free and clear of all Liens except for Permitted Liens. Neither the Company nor any Company Subsidiary has actually received any written communication fromnotice of, or given any written communication tohas no knowledge of, any pending or contemplated proposed special or other party to a assessments for public improvements or other matters or condemnation proceedings affecting any Real Property Lease, alleging that (i) the Company or any Company Subsidiary sale or such other party, as the case may be, is disposition thereof in material default under such lease or (ii) an event has occurred that, with notice or lapse lieu of time, or both, would constitute a material default by the Company or a Company Subsidiary or any other party thereto, or permit any party (other than the Company or a Company Subsidiary) to terminate, modify terms or accelerate rent, under such lease. Each Real Property Lease is in full force and effect against the Company or respective Company Subsidiary, as applicable, and, to the knowledge of the Company, the other party thereto. Neither the Company nor any Subsidiary has assigned or subleased its interest in the Leased Real Propertycondemnation. (d) Neither the Company nor Except as set forth on Schedule 3.8(d), or as expressly provided in any Company Subsidiary has received written notice of any condemnation proceeding Ground Lease or proposed action Joint Venture Agreement, or agreement for taking in lieu of condemnation (nor to the knowledge of the Company, is any such proceeding, action or agreement pending or threatened in writing) with respect to all or a material portion the Epoch Senior Living Platform, none of the Owned Real PropertyBorrowers or any of the Platform Affiliates is obligated under any right of first refusal, Leased Real Propertyoption or other contractual right to sell, assign or otherwise dispose of any Property or any interest therein. (e) The occupancies To the actual knowledge of the Borrowers, certificates of occupancy and uses by completion and all other permits, certifications, licenses and approvals are in effect as required for the Company legal use, occupancy and operation of each Real Property as currently constructed, and true and complete copies of such certificates of occupancy have been delivered to the Lender. To the actual the knowledge of Borrowers, no Property is utilized in any manner that would be a non-permitted use of such property. (f) Except as disclosed in (x) the executive summaries to the engineering reports and environmental reports listed on Schedule 3.8(f)(1) or (y) in the engineering reports and environmental reports listed on Schedule 3.8(f)(2) (collectively, the "Third-Party Reports"), or otherwise set forth on Schedule 3.8(f), to the actual knowledge of the Borrowers: (i) the Real Properties, including the buildings, other improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior siding and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair; (ii) there exist no structural or other material defects in any Real Property; and (iii) none of the Borrowers, the Subsidiary Guarantors or any Company Subsidiary Platform Affiliate has received actual written notice from any insurance company or bonding company of any material defects or material inadequacies in any Real Property, or any part thereof, which would, alone or in the aggregate, adversely affect in any material respect the insurability of the Owned Real Property and Leased Real Property comply in all material respects with all applicable Lawssame or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.

Real Properties. (a) Section 3.17(a) of the Company Disclosure Letter sets forth a true, complete and correct list as of the date of this Agreement of the street address of each real property and interests in real property owned by the The Company or any Company Subsidiary the Subsidiaries have good and marketable title to the real properties set forth on Schedule 3.11(a) (collectively, the “Owned Real Property”) free and clear of Liens, except for Permitted Liens and except for matters that would not have a Material Adverse Effect. Except as set forth on Schedule 3.11(a), the Company or the Subsidiaries have not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. There are no outstanding rights of first offerNo Owned Real Property is subject to any sales contract, rights option, right of first refusal or similar agreement or arrangement with any other options or contracts to purchase any of the Owned Real Propertythird party except as would not have a Material Adverse Effect. (b) Section 3.17(bSchedule 3.11(b) of the Company Disclosure Letter hereto sets forth a true, complete and correct list as of the date of this Agreement of the street address of each real property leased lease or subleased by other agreement under which the Company or any Company Subsidiary leases or has rights in any material real property (collectively, the “Leased Real PropertyProperty Leases” and and, each lease for Leased Real Property, including any applicable amendments and/or guaranties related theretoindividually, a “Real Property Lease”). The Company has True and complete copies of the Real Property Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) have been made available to Parent a copy of each Real Property Lease which is truethe Buyer and/or its agents by the Company. Except as set forth on Schedule 3.11(b) hereto, correct and complete in all material respects. (c) The Company or a Company Subsidiary has (i) good and marketable fee simple title to all Owned Real Property and (ii) good and valid leasehold, subleasehold or license interests in or right to use all Leased Real Property, in each case free and clear of all Liens except for Permitted Liens. Neither the Company nor any Company Subsidiary has received any written communication from, or given any written communication to, any other party to a Real Property Lease, alleging that (i) the Company or any Company and each Subsidiary or such other partyhave a valid and subsisting leasehold interest in all the real property which is the subject of each of the respective Real Property Leases set forth on Schedule 3.11(b) hereto (individually, as the case may be“Leased Real Property” and, is in material default under such lease or collectively, the “Leased Real Properties”); (ii) an event has occurred that, with notice or lapse of time, or both, would constitute a material default by the Company or a Company Subsidiary or any other party thereto, or permit any party (other than the Company or a Company Subsidiary) to terminate, modify terms or accelerate rent, under such lease. Each Real Property Lease is in full force and effect against the Company or respective Company Subsidiary, as applicable, and, to the knowledge of the Company, the other party thereto. Neither neither the Company nor any Subsidiary has assigned subleased, licensed or subleased its interest in otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof. (c) No material permit, license or certificate of occupancy pertaining to the leasing or operation of any Owned Real Property or Leased Real Property. (d) Neither the Company nor any Company Subsidiary has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation (nor to the knowledge of the Company, other than those which are transferable with such property, is required by any such proceeding, action or agreement pending or threatened in writing) with respect to all or a material portion of the Owned Real Property, Leased Real PropertyGovernmental Authority. (e) The occupancies and uses by the Company or any Company Subsidiary of the Owned Real Property and Leased Real Property comply in all material respects with all applicable Laws.

Real Properties. (a) Section 3.17(a) No Acquired Company owns, and no Acquired Company has ever owned, any interest in any real property. Schedule 3.13 sets forth the address of the Company Disclosure Letter sets forth a true, complete and correct list as of the date of this Agreement of the street address of each real property and interests in real property owned leased, subleased or otherwise occupied by the any Acquired Company or any Company Subsidiary (collectively, the “Owned Real Property”). There are no outstanding rights of first offer, rights of first refusal or any other options or contracts to purchase any of the Owned Real Property. (b) Section 3.17(b) of the Company Disclosure Letter sets forth a true, complete and correct list as of the date of this Agreement of the street address of each real property leased or subleased by the Company or any Company Subsidiary (collectively, the “Leased Real Property” ”), and each lease a true and complete list of all leases, subleases, licenses and other occupancy agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for the Leased Real Property, Property (including any applicable amendments and/or guaranties related thereto, a “the date and name of the parties to such lease document) for the occupancy of the Leased Real Property Lease(the “Leases”). The Leased Real Property constitutes all of the real property used, held for use or occupied by the Acquired Companies in connection with the conduct of the Acquired Companies’ business. The Company has made available to Parent Buyer a true and correct copy of each such Lease. With respect to each of the Leases: (a) such Lease is legal, valid, binding, enforceable and in full force and effect; (b) the Acquired Company’s possession and quiet enjoyment of the Leased Real Property under such Lease which is true, correct has not been disturbed and complete in all there are no material respects. disputes with respect to such Lease; (c) The Company or a Company Subsidiary has (i) good and marketable fee simple title to all Owned Real Property and (ii) good and valid leasehold, subleasehold or license interests in or right to use all Leased Real Property, in each case free and clear of all Liens except for Permitted Liens. Neither neither the Acquired Company nor any Company Subsidiary has received any written communication from, or given any written communication to, any other party to a Real Property such Lease is in breach or default in any material respect under such Lease, alleging that (i) the Company or any Company Subsidiary or such other party, as the case may be, is in material default under such lease or (ii) an and no event has occurred thatwhich, with notice or lapse the delivery of timenotice, the passage of time or both, would constitute such a breach or default in any material default by the Company or a Company Subsidiary or any other party theretorespect, or permit the termination, modification in any party (other than the Company material respect or a Company Subsidiary) to terminate, modify terms or accelerate rent, acceleration of rent under such lease. Each Real Property Lease is in full force and effect against Lease; (d) no Acquired Company has subleased, licensed or otherwise granted any Person the Company right to use or respective Company Subsidiary, as applicable, and, to the knowledge of the Company, the other party thereto. Neither the Company nor occupy any Subsidiary has assigned or subleased its interest in the Leased Real Property. (d) Neither the Company nor any Company Subsidiary has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation (nor to the knowledge of the Company, is any such proceeding, action or agreement pending or threatened in writing) with respect to all or a material portion of the Owned Real Property, Leased Real Property. ; and (e) The occupancies all payments of rent, additional rent and uses by other sums due under such Lease through the Company Closing Date have been, or any Company Subsidiary of the Owned Real Property and Leased Real Property comply will be, paid in all material respects with all applicable Lawsfull.

Real Properties. (a) Section 3.17(a3.14(a) of the Company Disclosure Letter sets forth a true, complete and correct list as Schedule identifies all Owned Real Property that is used or held for use in connection with the operation of the date of this Agreement Business and identifies the location and record owner thereof. Section 3.14(a) of the street address of each Disclosure Schedule identifies all real property and interests that is leased, subleased or used under a license or occupancy agreement by Sellers or the Transferred Entities (whether as landlord or tenant) in real property owned by connection with the Company or any Company Subsidiary (collectively, the “Owned Real Property”). There are no outstanding rights of first offer, rights of first refusal or any other options or contracts to purchase any operation of the Owned Business. Prior to the date hereof, Sellers have provided Purchaser with true and complete copies of all Real PropertyProperty Leases. (b) Section 3.17(b) of the Company Disclosure Letter sets forth a true, complete and correct list as of the date of this Agreement of the street address of With respect to each real property leased or subleased by the Company or any Company Subsidiary (collectively, the “Leased Real Property” and each lease for Leased Real Property, including any applicable amendments and/or guaranties related thereto, a “Real Property Lease”). The Company has made available , (i) such lease is in full force and effect and, to Parent the Knowledge of Honeywell, is enforceable against each party thereto, (ii) neither the Seller, the applicable Transferred Entity, nor, to the Knowledge of Honeywell, the landlord under such lease, is in monetary or other material default thereunder, and (iii) to the Knowledge of Honeywell, no condition exists which with notice or lapse of time or both would constitute a copy of each Real Property Lease which is true, correct and complete in all monetary or other material respectsdefault by any Seller or Transferred Entity under such lease. (c) The Company A Seller, ASAC or a Company Subsidiary has Transferred Entity, as applicable, holds fee title to each parcel of Owned Real Property and, with respect to the applicable Owned Real Property parcel (i) good has good, valid, insurable and marketable fee simple title to all such Owned Real Property, free and clear of any Encumbrance, other than Permitted Encumbrances and (ii) there are no outstanding options or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Seller or Transferred Entity is a lessor, sublessor or grantor under any lease, sublease or other instrument granting to any Person the right to the possession, use or occupancy of any Owned Real Property or any Business Leased Real Property. To the Knowledge of Honeywell, (i) the Business has good and valid rights of ingress and egress to and from the buildings, structures and improvements (together, the “Structures”) located on the Owned Real Property and the Business Leased Real Property and to the public street systems for all usual street, road and utility purposes, (ii) the Structures have adequate access to all water, sewer, gas, electric, telephone and drainage facilities, and all other utilities required by any applicable Law sufficient for the current use and operation thereof and (iii) the Sellers’ or Transferred Entities’ ownership, occupancy, use and operation of the Owned Real Property and the Structures located thereon do not violate, in any material respect, any applicable deed restrictions or other covenants, restrictions, existing site plan approvals, zoning or subdivision regulations or urban development plans applicable to the Owned Real Property and such Structures. The Structures are in good operating condition for the use to which such Structure is currently intended by the Business, ordinary wear and valid leaseholdtear excepted, subleasehold and none of the Owned Real Property or license interests in or right to use all the Business Leased Real PropertyProperty has suffered any material damage by fire or other casualty which has not been repaired and restored in all material respects prior to the date hereof except as otherwise disclosed in the Disclosure Schedule. To the Knowledge of Honeywell, in each case free and clear of all Liens except for Permitted Liens. Neither the Company neither Honeywell, nor any Company Subsidiary has received any written communication from, Seller or given any written communication to, any other party to a Real Property Lease, alleging that (i) the Company or any Company Subsidiary or such other party, as the case may be, is in material default under such lease or (ii) an event has occurred that, with notice or lapse of time, or both, would constitute a material default by the Company or a Company Subsidiary or any other party thereto, or permit any party (other than the Company or a Company Subsidiary) to terminate, modify terms or accelerate rent, under such lease. Each Real Property Lease is in full force and effect against the Company or respective Company Subsidiary, as applicable, and, to the knowledge of the Company, the other party thereto. Neither the Company nor any Subsidiary has assigned or subleased its interest in the Leased Real Property. (d) Neither the Company nor any Company Subsidiary applicable Transferred Entity has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation (nor current or, to the knowledge Knowledge of the CompanyHoneywell, is threatened, regulatory proceedings, administrative actions, condemnation, appropriation, eminent domain or similar proceedings relating to any such proceeding, action or agreement pending or threatened in writing) with respect to all or a material portion of the Owned Real Property, Property or the Business Leased Real Property. (e) The occupancies and uses by the Company or any Company Subsidiary of the Owned Real Property and Leased Real Property comply in all material respects with all applicable Laws.

Real Properties. (a) The Group Companies do not own, and the Group Companies (and the Iconex Companies with respect to the Business, the Contributed Assets or the Assumed Liabilities prior to the Reorganization) in the past, have not owned any real property. (b) The street addresses of the real properties as to which the Group Companies hold a valid leasehold interest are set forth on Section 3.17(a4.11(b) of the Company Seller Disclosure Letter sets forth Schedules (the “Leased Real Property”), together with a list of each lease, sublease or license (and all amendments, modifications and supplements thereto) under which such Leased Real Property is occupied or used (as amended, modified, supplemented and/or restated, the “Real Property Leases”) and which list includes the parties to, such Real Property Leases. (c) With respect to the Leased Real Property, Seller has delivered or made available to Buyer true, complete and correct list as copies of the date of this Agreement of the street address of each real property and interests in real property owned by the Company or any Company Subsidiary (collectively, the “Owned Real Property”)Property Leases. There are no outstanding rights of first offer, rights of first refusal or any other options or contracts to purchase any of the Owned Real Property. (b) Except as set forth on Section 3.17(b4.11(c) of the Seller Disclosure Schedules, no Group Company Disclosure Letter sets is a sublessor or grantor under any sublease or other Contract granting to any other Person any right to the possession, lease, license, occupancy or enjoyment of any Leased Real Property and except as set forth a true, complete and correct list as on Section 4.11(c) of the date Seller Disclosure Schedules no Person other than a Group Company occupies or is otherwise in possession of this Agreement all or any portion of the street address of each real property leased or subleased by the Company or any Company Subsidiary (collectively, the “Leased Real Property” and . Except as set forth on Section 4.11(c) of the Seller Disclosure Schedules, each lease for Leased Real Property, including any applicable amendments and/or guaranties related thereto, a “Real Property Lease”). The Company has made available to Parent a copy of each Real Property Lease which is true, correct and complete in all material respects. (c) The Company or a Company Subsidiary has (i) good and marketable fee simple title to all Owned Real Property and (ii) good and valid leasehold, subleasehold or license interests in or right to use all Leased Real Property, in each case free and clear of all Liens except for Permitted Liens. Neither the Company nor any Company Subsidiary has received any written communication from, or given any written communication to, any other party to a Real Property Lease, alleging that (i) the Company or any Company Subsidiary or such other party, as the case may be, is in material default under such lease or (ii) an event has occurred that, with notice or lapse of time, or both, would constitute a material default by the Company or a Company Subsidiary or any other party thereto, or permit any party (other than the Company or a Company Subsidiary) to terminate, modify terms or accelerate rent, under such lease. Each Real Property Lease is in full force and effect against and is a valid, legal and binding obligation of the Group Company or respective Company Subsidiary, as applicable, party to such Real Property Lease and, to Seller’s Knowledge, each other party to such Real Property Lease. Seller has taken all required actions, including providing any necessary notices or seeking required consents, regarding the knowledge Reorganization in accordance with the Real Property Leases. Except as set forth on Section 4.11(c) of the CompanySeller Disclosure Schedules, neither the applicable Group Company nor, to Seller’s Knowledge, any other party thereto. Neither the Company nor any Subsidiary has assigned or subleased its interest in to a lease affecting the Leased Real Property, is in default or breach of such lease and, to Seller’s Knowledge, there does not exist any event, condition or omission that would constitute such a default or breach (whether by lapse of time or notice or both). The physical condition of the Leased Real Property is sufficient to permit the continued conduct of the Business as presently conducted subject to the provision of usual and customary maintenance and repair performed in the ordinary course. The Leased Real Property is in good operating condition, normal wear and tear excepted, is suitable for its current uses and there are no outstanding amounts due and payable by the Group Companies with respect to the Real Property Leases. Neither Seller nor the Group Companies (nor (i) the Iconex Companies prior to the Reorganization or (ii) to the Knowledge of Seller, the Iconex Companies after the Reorganization with respect to any Real Property Lease that constitutes a Restricted Contract) have received written notice, or the Knowledge of Seller, any other notice of, or an order by, any Person, any insurance company that has issued a policy with respect to any of the Leased Real Property or any board of fire underwriters or other body exercising similar functions that (A) relates to violations of building, safety, fire or other ordinances or regulations, (B) claims any defect or deficiency with respect to any of the Leased Real Property or (C) requests the performance of any repairs, alterations or other work to or in any of such Leased Real Property or in the streets bounding the same, where any such violation, claim or request remains outstanding and, if unaddressed, would have a material adverse effect on the use of the Leased Real Property. Each of the Group Companies has obtained all building Permits, occupancy Permits and other material Permits, that are required to permit the use and occupancy of the Leased Real Property as presently used by the Group Companies in connection with the Business. There are no unwritten or oral modifications to the Real Property Leases or any course of dealing or business operations that could reasonably be construed as a modification to the Real Property Leases. (d) Neither Seller nor the Company nor any Company Subsidiary has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation Group Companies (nor (i) the Iconex Companies prior to the knowledge Reorganization or (ii) to the Knowledge of Seller, the Company, is any such proceeding, action or agreement pending or threatened in writing) Iconex Companies after the Reorganization with respect to all any Real Property Lease that constitutes a Restricted Contract) have received written notice, or a material portion the Knowledge of Seller, any other notice, (i) of any pending or to Seller’s Knowledge, threatened, condemnation or similar proceeding affecting any part the Owned Leased Real Property, or (ii) from any Government Entity that the Leased Real PropertyProperty has not been used, occupied, operated and maintained in compliance with all applicable Laws, including any zoning or building related Laws. (e) The occupancies All of the improvements, fixtures and uses appurtenances owned by the Company or any Company Subsidiary of Group Companies and attached to the Owned Real Property and Leased Real Property comply or otherwise serving the Leased Real Property are in good working order in all material respects with all applicable Lawsand fit for their intended use, without immediate need for repair or replacement but subject to the need for ordinary repair, maintenance and upkeep.

Real Properties. (a) Section 3.17(aThe Company or the Subsidiaries have good and marketable title to the real properties set forth on Schedule 3.11(a) hereto (the "Owned Real Property") free and clear of the Company Disclosure Letter sets Liens, except for Permitted Liens. Except as set forth a trueon Schedule 3.11(a), complete and correct list as of the date of this Agreement of the street address of each real property and interests in real property owned by the Company or the Subsidiaries have not leased or otherwise granted to any Company Subsidiary (collectively, Person the “right to use or occupy such Owned Real Property”)Property or any portion thereof. There are no outstanding rights of first offerNo Owned Real Property is subject to any sales contract, rights option, right of first refusal or similar agreement or arrangement with any other options or contracts to purchase any of the Owned Real Propertythird party. (b) Section 3.17(bSchedule 3.11(b) of the Company Disclosure Letter hereto sets forth a true, complete and correct list as of the date of this Agreement of the street address of each real property leased lease or subleased by other agreement under which the Company or any Subsidiary leases or has rights in any material real property (the "Real Property Leases" and, each individually, a "Real Property Lease"). True and complete copies of the Real Property Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) have been made available to the Buyer and/or its agents by the Company. Except as set forth on Schedule 3.11(b) hereto, the Company and each Subsidiary have a valid and subsisting leasehold interest in all the real property which is the subject of each of the respective Real Property Leases set forth on Schedule 3.11(b) hereto (individually, the "Leased Real Property" and, collectively, the “"Leased Real Property” Properties"), and each lease for Leased Real Property, including any applicable amendments and/or guaranties related thereto, a “Real Property Lease”). The Company has made available to Parent a copy of each Real Property Lease which is true, correct and complete in all material respects. (c) The Company or a Company Subsidiary has (i) good and marketable fee simple title to all Owned Real Property and (ii) good and valid leasehold, subleasehold or license interests in or right to use all Leased Real Property, in each case free and clear of all Liens except for Permitted Liens. Neither the Company nor any Company Subsidiary has received any written communication from, or given any written communication to, any other party to a Real Property Lease, alleging that (i) the Company or any Company Subsidiary or such other party, as the case may be, is in material default under such lease or (ii) an event has occurred that, with notice or lapse of time, or both, would constitute a material default by the Company or a Company Subsidiary or any other party thereto, or permit any party (other than the Company or a Company Subsidiary) to terminate, modify terms or accelerate rent, under such lease. Each Real Property Lease is in full force and effect against the Company or respective Company Subsidiary, as applicable, and, to the knowledge of the Company, the other party thereto. Neither neither the Company nor any Subsidiary has assigned subleased, licensed or subleased its interest in otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof. (c) No material permit, license or certificate of occupancy pertaining to the leasing or operation of any Owned Real Property or Leased Real Property. (d) Neither the Company nor any Company Subsidiary has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation (nor to the knowledge of the Company, other than those which are transferable with such property, is required by any such proceeding, action or agreement pending or threatened in writing) with respect to all or a material portion of the Owned Real Property, Leased Real PropertyGovernmental Authority. (e) The occupancies and uses by the Company or any Company Subsidiary of the Owned Real Property and Leased Real Property comply in all material respects with all applicable Laws.

Real Properties. (a) Section 3.17(aSchedule 2.13(a) of the Company Disclosure Letter sets forth contains a true, complete and correct accurate list as of the date of this Agreement of the street address of each real property all leases, subleases, licenses and interests in real property owned by the Company or any Company Subsidiary other occupancy agreements, and all modifications, amendments and supplements thereto (collectively, the “Owned Real Property Leases”), under which the Companies use, occupy or operate any real property. The real property that the Companies use, occupy or operate pursuant to the Real Property Leases is referred to herein, collectively, as the “Leased Real Property”). There are no outstanding rights of first offerThe Companies have made available to Buyer true, rights of first refusal or any other options or contracts to purchase any correct and complete copies of the Owned Real PropertyProperty Leases. (b) Section 3.17(b) of the Company Disclosure Letter sets Except as set forth a true, complete and correct list as of the date of this Agreement of the street address of each real property leased or subleased by the Company or any Company Subsidiary (collectively, the “Leased Real Property” and each lease for Leased Real Property, including any applicable amendments and/or guaranties related thereto, a “Real Property Lease”). The Company has made available to Parent a copy of each Real Property Lease which is true, correct and complete in all material respects.on Schedule 2.13(b): (c) The Company or a Company Subsidiary has (i) good subject to proper authorization and marketable fee simple title to all Owned execution of the Real Property and Leases by the other parties thereto, each Company has valid leasehold interests in the Leased Real Property that is the subject of the Real Property Leases to which it is a party; (ii) good subject to the terms and valid leaseholdconditions of the Real Property Leases, subleasehold or license interests in or right to use all each Company enjoys peaceful and undisturbed possession of the Leased Real Property, in each case free and clear Property that is the subject of all Liens except for Permitted Liens. Neither the Company nor any Company Subsidiary has received any written communication from, or given any written communication to, any other party to a Real Property Lease, alleging that Leases to which it is a party sufficient for the current operations and use of such Leased Real Property by such Company; (iiii) subject to proper authorization and execution of the Company or any Company Subsidiary or such other party, as the case may be, is in material default under such lease or (ii) an event has occurred that, with notice or lapse of time, or both, would constitute a material default Real Property Leases by the Company or a Company Subsidiary or any other party parties thereto, or permit any party (other than the Company or a Company Subsidiary) to terminate, modify terms or accelerate rent, under such lease. Each each Real Property Lease is in full force and effect against effect; (iv) to the Company Sellers’ Knowledge, none of the Companies, nor any other party, is in breach or respective Company Subsidiary, as applicabledefault in any material respect under any of the Real Property Leases, and, to the knowledge Sellers’ Knowledge, no event has occurred which, with the passage of time or notice, or both, would constitute a breach or default in any material respect under any of the CompanyReal Property Leases; (v) none of the Companies has entered into any sublease or other agreement granting to any other Person the right of use or occupancy of, the and no other party thereto. Neither the Company nor Person is in possession of, any Subsidiary has assigned or subleased its interest in of the Leased Real Property, nor have any of the Real Property Leases been assigned by the Companies in whole or in part; and (vi) to the Sellers’ Knowledge, no part of any of 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 threatened or contemplated. (c) Schedule 2.13(c) contains a complete and accurate list of all Leased Real Property that is owned by any Seller, any Affiliate of any Seller, and/or any Affiliate of the Companies, in each case other than the Companies. (d) Neither the Company nor The Companies do not own any Company Subsidiary has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation (nor to the knowledge of the Company, is any such proceeding, action or agreement pending or threatened in writing) with respect to all or a material portion of the Owned Real Property, Leased Real Propertyreal property. (e) The occupancies Leased Real Property and uses by the Company or any Company Subsidiary of the Owned Real Property and Leased (collectively, the “Real Property comply in Property”) constitutes all material respects with all applicable Lawsof the real property used, occupied or operated by the Companies.

Real Properties. (a) Section 3.17(aThe Company does not own any real property. Schedule 4.11(a) identifies all of the Company Disclosure Letter sets forth a true, complete and correct list as of the date of this Agreement of the street address of each real property and interests in real property owned demised by the Company leases or any Company Subsidiary subleases (collectively, the “Owned Real PropertyLeases”). There are no outstanding rights of first offer, rights of first refusal or any other options or contracts ) to purchase any of the Owned Real Property. (b) Section 3.17(b) of the Company Disclosure Letter sets forth a true, complete and correct list as of the date of this Agreement of the street address of each real property leased or subleased by the Company or any Company Subsidiary (collectively, the “Leased Real Property” and each lease for Leased Real Property, including any applicable amendments and/or guaranties related thereto, a “Real Property Lease”). The Company has made available to Parent provided a copy of each Real Property Lease which is true, correct and complete copy of each Lease 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 all material respectsfull force and effect and enforceable by the Company in accordance with their terms, subject to the Enforceability Exceptions. The Company is not in breach of or in default under any Lease to which it is a party and to the Company’s Knowledge, no other party is in breach or in default under any Lease to which the Company is a party. The Company does not sublease any Leased Real Property to any Person. (c) The Company has not received written notice of any pending or a Company Subsidiary has (i) good and marketable fee simple title to all Owned contemplated condemnation, expropriation or other proceeding in eminent domain affecting the Leased Real Property or any portion thereof or interest therein, and (ii) good and valid leaseholdto the Company’s Knowledge, subleasehold or license interests in or right to use all no such proceeding has been threatened against the Leased Real Property. Neither the Company nor Seller has received any written notice that the current use and occupancy of the Leased Real Property violates any Law in any material respect. (d) The Company owns the items of tangible personal property reflected on the Acquisition Balance Sheet or acquired thereafter (except for assets reflected thereon or acquired thereafter that have been disposed of in the ordinary course of business consistent with past practice since the date of the Acquisition Balance Sheet), in each case free and clear of all Liens Liens, except for (i) Liens identified or described on Schedule 4.11(d) and (ii) Permitted Liens. Neither The Company owns or leases all tangible personal property used in the operation of the Company’s business as presently conducted. The tangible personal property of the Company nor any Company Subsidiary has received any written communication from, or given any written communication to, any other party to a Real Property Lease, alleging that (i) the Company or any Company Subsidiary or such other party, as the case may be, is in material default under such lease or operating condition and repair (iisubject to normal wear and tear) an event has occurred that, with notice or lapse of time, or both, would constitute a material default by the Company or a Company Subsidiary or any other party thereto, or permit any party (other than the Company or a Company Subsidiary) to terminate, modify terms or accelerate rent, under such lease. Each Real Property Lease is in full force and effect against the Company or respective Company Subsidiary, as applicable, andcontains no patent defects or, to the knowledge of the Company’s Knowledge, the other party thereto. Neither the Company nor any Subsidiary has assigned or subleased its interest in the Leased Real Propertylatent defects. (d) Neither the Company nor any Company Subsidiary has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation (nor to the knowledge of the Company, is any such proceeding, action or agreement pending or threatened in writing) with respect to all or a material portion of the Owned Real Property, Leased Real Property. (e) The occupancies and uses by the Company or any Company Subsidiary of the Owned Real Property and Leased Real Property comply in all material respects with all applicable Laws.

Real Properties. (a) Section 3.17(a) Other than certain real property that shall be subject to a Real Property License Agreement, neither the Seller nor any member of the Company Disclosure Letter sets forth a true, complete and correct list as Seller Group owns any real property that is used or occupied by the Seller or the Seller Group in the operation of the date of this Agreement of the street address of each real property and interests in real property owned by the Company or any Company Subsidiary (collectively, the “Owned Real Property”). There are no outstanding rights of first offer, rights of first refusal or any other options or contracts to purchase any of the Owned Real Property. (b) Section 3.17(b) of the Company Disclosure Letter sets forth a true, complete and correct list Business as of the date of this Agreement of the street address of each real property leased or subleased by the Company or any Company Subsidiary (collectively, the “Leased Real Property” and each lease for Leased Real Property, including any applicable amendments and/or guaranties related thereto, a “Real Property Lease”)currently conducted. The Company Seller has made available delivered to Parent a copy of each Real Property Lease which is the Purchaser true, correct and complete in all copies of each Transferred Real Property Lease and each prime lease to which a Real Property Sublease is subject, together with any amendments, modifications, extensions or supplements thereto. With respect to each Transferred Real Property Lease and the prime leases to which the Real Property Subleases are subject, except as would not be material respects. (c) The Company or to the Business, the Transferred Entities and the Transferred Assets, taken as a Company Subsidiary has whole, (i) good and marketable fee simple title a member of the Seller Group has a valid leasehold interest (or the respective foreign analogous interest) in the real property subject to all Owned each Transferred Real Property Lease and the prime leases to which the Real Property Subleases are subject, (ii) good each Transferred Real Property Lease and valid leaseholdprime lease to which the Real Property Subleases are subject is in full force and effect, subleasehold or license interests in or right to use all Leased Real Property(iii) neither the relevant member of the Seller Group, in each case free and clear of all Liens except for Permitted Liens. Neither the Company nor any Company Subsidiary has received any written communication fromof its Affiliates, nor, to the Knowledge of the Seller, the landlord under such lease (or given any written communication to, any other party to a Real Property Lease, alleging that (i) the Company or any Company Subsidiary or such other party, as the case may beanalogous foreign document), is in material default under such lease or thereunder and (iiiv) an to the Knowledge of the Seller, no event has occurred that, with or without notice or lapse of time, time or both, would constitute result in a material default by the Company or a Company Subsidiary relevant member of the Seller Group or any other party thereto, or permit any party (other than the Company or a Company Subsidiary) to terminate, modify terms or accelerate rent, of its Affiliates under such lease. Each Real Property Lease is in full force and effect against lease (or the Company or respective Company Subsidiary, as applicable, and, to the knowledge of the Company, the other party thereto. Neither the Company nor any Subsidiary has assigned or subleased its interest in the Leased Real Propertyanalogous foreign document). (db) Neither No member of the Company nor any Company Subsidiary Seller Group has received written notice of any condemnation proceeding current or proposed action threatened condemnation, appropriation, eminent domain, litigation, court proceedings or agreement for taking in lieu of condemnation (nor similar proceedings relating to the knowledge real properties subject to the Transferred Real Property Leases or the Real Property Subleases, except such proceedings as would not be material to the Business, the Transferred Entities and the Transferred Assets, taken as a whole. (c) Section 3.16(c) of the CompanyDisclosure Schedules sets forth a correct and complete list of those real properties (the “Shared Spaces”) at which employees and/or other resources of both the Business and the Seller (or an Affiliate of the Seller) and its respective Subsidiaries will be co-located as of the Applicable Closing, is any such proceeding, action or agreement pending or threatened in writing) and with respect to all each such Shared Space (i) the employee headcount of the Business and the Seller (or an Affiliate of Seller other than a material Transferred Entity) located at each Shared Space, or where applicable, the approximate square footage of each Shared Space and the portion of the Owned Real Property, Leased Real Property. (e) The occupancies and uses such Shared Space occupied by the Company Business or any Company Subsidiary the Seller (or an Affiliate of the Owned Seller other than a Transferred Entity) (ii) the monthly rental allocation to be paid by the Business and the Seller (or an Affiliate of the Seller) following the Applicable Closing for the continued use of the Shared Space and (iii) whether such Shared Space shall be subject to a Real Property and Leased Real Property comply in all material respects with all applicable LawsLicense Agreement at the Principal Closing or will be governed by the Transition Services Agreement following the Applicable Closing.

Real Properties. (a) Section 3.17(a3.7(a) of the Company Disclosure Letter sets forth Schedule contains a truecurrent, complete and correct list as of the date of this Agreement of the street address of each real property and interests in all real property owned by the Company or any Company Subsidiary (collectively, the “"Owned Real Property”"), and copies of all vesting deeds have been provided to Parent. There are no outstanding rights Except as set forth in Section 3.7(a) of first offerthe Company Disclosure Schedule, rights of first refusal or any other options or contracts the Company and/or its Subsidiaries have good, valid and marketable title to purchase any of the Owned Real Property, free and clear of all Liens, tenancies, subtenancies, licenses, defects, restrictive covenants or other encumbrances other than the Permitted Liens. (b) Section 3.17(b3.7(b) of the Company Disclosure Letter Schedule sets forth a true, complete and correct list as of the date of this Agreement of the street address of each all material real property leased currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company Subsidiary or any of its Subsidiaries (collectively, the “"Leased Real Property” and each lease for Leased Real Property"), including any applicable amendments and/or guaranties related all amendments, assignments and modifications thereto, a “Real Property Lease”)whether as lessor or lessee. The Company has delivered or made available to Parent a copy of each Real Property Lease which is true, correct and complete in copies of all material respects. (c) The Company or a Company Subsidiary has (i) good and marketable fee simple title to all Owned Contracts under which the Leased Real Property and (ii) good and valid leaseholdis currently leased, subleasehold licensed, subleased, used or license interests in or right to use all Leased Real Property, in each case free and clear of all Liens except for Permitted Liens. Neither the Company nor any Company Subsidiary has received any written communication from, or given any written communication to, any other party to a Real Property Lease, alleging that (i) occupied by the Company or any of its Subsidiaries ("Lease Documents") and the Company Subsidiary has delivered or such other partyprovided access to Parent a true, correct and complete list of all Contracts under which the Leased Real Property is currently leased, licensed, subleased or occupied. Except as set forth on Section 3.7(b) of the case may beCompany Disclosure Schedule, the Lease Documents for the Leased Real Property have not been modified, amended, changed or altered in any material way. All Lease Documents are in full force and effect, are valid, binding, enforceable and effective in accordance with their respective terms, and there is in material not, under any of the Lease Documents, any existing breach, default under such lease or event of default (ii) an or event has occurred that, which with notice or lapse of time, or both, would constitute a material default default) by the Company or a Company Subsidiary or any other party thereto, or permit any party (other than the Company or a Company Subsidiary) to terminate, modify terms or accelerate rent, under such lease. Each Real Property Lease is in full force and effect against the Company or respective Company Subsidiary, as applicable, andits Subsidiaries or, to the knowledge Company's Knowledge, any third party under any of the Company, the other party thereto. Neither the Company nor any Subsidiary has assigned or subleased its interest in the Leased Real PropertyLease Documents. (dc) Neither Section 3.7(c) of the Company nor any Company Subsidiary has received written notice Disclosure Schedule sets forth a list of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation all real property affected by agreements (nor to the knowledge of the Company, is any such proceeding, action or agreement pending or threatened in writing"Government Agreements") with respect to all or a material portion of the Owned Real Government Entities ("Development Bond Property, Leased Real Property. (e) The occupancies " and uses by the Company or any Company Subsidiary of together with the Owned Real Property and Leased Real Property, the "Real Property"). The Government Agreements are in full force and effect, and are valid, binding, enforceable and effective in accordance with their respective terms. The transactions contemplated by this Agreement will not result in a breach of or a default under any of the Government Agreements, and will not cause such agreements to cease to be legal, valid, binding, enforceable and in full force and effect following the Closing. (d) Except as set forth on Section 3.7(d) of the Company Disclosure Schedule: (i) no parties other than the Company or any of its Subsidiaries have a right to occupy, use or own any Real Property; (ii) the Real Property comply is used only for the current operation of the business of the Company and its Subsidiaries, and includes all real property necessary for the business of the Company and/or Subsidiaries as currently conducted; (iii) the Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects respects, in good condition and repair and regularly maintained in accordance with all applicable Lawsstandard industry practice; (iv) neither the Company nor any Subsidiary is currently or could in the future be obligated under any option, right of first refusal or other contractual right to sell, dispose of, lease or sublease its interest in any of the Real Properties or any material portion thereof or any material interest therein to any Person other than Merger Sub; and (v) with respect to the Leased Property and to the Development Bond Property, there are no superior interests to those of the Company or its Subsidiaries.