Common use of Real Properties Clause in Contracts

Real Properties. The Company and its Subsidiaries do not own any real property. Section 4.01(p) of the Company Disclosure Schedule sets forth a true, correct and complete list of the location of all leased real property (the “Leased Real Property”) leased to or by the Company or one of its Subsidiaries pursuant to a lease, sublease, license or other similar agreement (collectively, the “Leases”). True and complete copies of all Leases have been made available to Parent prior to the date of this Agreement. Each of the Company and its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, has valid and subsisting leasehold or sublease interests or similar contract rights under valid agreements relating to all of its Leased Real Properties, to the extent necessary for the conduct of its business as currently conducted. Each of the Company and its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, has complied in all material respects with the terms of all Leases to which it is a party, and all Leases to which the Company or any of its Subsidiaries is a party are valid and binding, in full force and effect and enforceable in accordance with their terms. Neither the Company nor any Subsidiary is in breach of or default under the terms of and Lease and, to the Knowledge of the Company, no other party to any Lease is in breach of or default under the terms of any Lease. Neither the Company nor any of its Subsidiaries has received any written notice of any event or occurrence that has resulted or could reasonably result (with or without the giving of notice, the lapse of time or both) in an event of default with respect to any Lease to which it is a party. The Leased Real Property constitutes all of the real property used by the Company and its Subsidiaries in the operation of the business. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the consummation of the Offer and Merger shall not require the consent of any party to any of the leases or subleases to which the Company or any of its Subsidiaries are a party.

Real Properties. The (a) Neither the Company and nor any of its Subsidiaries do not own owns any real property. . (b) Section 4.01(p4.16(b)(i) of the Company Disclosure Schedule Letter sets forth a true, correct and complete list of all of the location of all leased real property (the “Leased Real Property”) leased to leased, subleased, or otherwise occupied by the Company or one any of its Subsidiaries pursuant to a (the “Property”), including the address of such Property, and identifying the applicable Contract (each such lease, sublease, license or other similar agreement (collectively, a “Property Contract,” and the Property Contracts set forth in Section 4.16(b)(ii) of the Company Disclosure Letter shall be “LeasesLeased Properties”). True The Company and complete copies each of its Subsidiaries, as applicable, have good, valid and marketable leasehold interests in all Leases have been made available to Parent prior to of the Leased Property. To the Knowledge of the Company, as of the date of this Agreement, there are no existing defaults by the landlord or tenant under any of the Property Contracts with respect to the Leased Properties, which defaults remain uncured, and no event which, with notice or lapse of time or both, would become a default by the Company or its Subsidiary, as applicable, or, to the Knowledge of the Company, the counterparties thereto. Each of the Company and its Subsidiaries, except as would not, individually or Subsidiaries is in the aggregate, reasonably be expected to have a Material Adverse Effect, has valid and subsisting leasehold or sublease interests or similar contract rights under valid agreements relating to all of its Leased Real Properties, to the extent necessary for the conduct of its business as currently conducted. Each of the Company and its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, has complied in all material respects compliance with the terms of all Leases real property leases to which it is a party, and all Leases such real property leases are in full force and effect, except for any such noncompliance or failure to which the Company or any of its Subsidiaries is a party are valid and binding, be in full force and effect that, individually or in the aggregate, has not had and enforceable in accordance with their termswould not reasonably be expected to have a Company Material Adverse Effect. Neither Each of the Company nor and its Subsidiaries enjoys peaceful and undisturbed possession under all such real property leases, except for any Subsidiary such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, no fact or condition exists or is threatened that would result in breach the discontinuation of necessary utilities or default under services to the terms Leased Property or the termination of current access to and Lease andfrom the Leased Property. To the Knowledge of the Company, no portion of the Leased Property has been condemned, requisitioned or otherwise taken by any public authority and there is no pending, or, to the Knowledge of the Company, no other party to any Lease is in breach of threatened or default under the terms of any Lease. Neither the Company nor any of its Subsidiaries has received any written notice of any event contemplated condemnation actions or occurrence that has resulted or could reasonably result (with or without the giving of notice, the lapse of time or both) in an event of default special assessments with respect to any Lease to which it is a partythe Leased Property. The Leased Real Property constitutes Company has made available to Parent and Purchaser true, correct and complete copies of all of the real property used Property Contracts with respect to Leased Properties. (c) There are no contractual restrictions that preclude or restrict the ability to use any Leased Property by the Company and its Subsidiaries in the operation of the business. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the consummation of the Offer and Merger shall not require the consent of any party to any of the leases or subleases to which the Company or any Subsidiary for the current or contemplated use of its Subsidiaries such real property. To the Knowledge of the Company, there are a partyno material latent defects affecting the Leased Property.

Real Properties. The Company and its Subsidiaries do not own any real property. Section 4.01(p(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of the location of all leased real property (the “Leased Real Property”) leased to or by the Company or one of its Subsidiaries pursuant to a lease, sublease, license or other similar agreement (collectively, the “Leases”). True and complete copies of all Leases have been made available to Parent prior to the date of this Agreement. Each of the Company and its Subsidiaries, except Except as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, has (i) the Company or one of its subsidiaries, as the case may be, holds good and valid and subsisting leasehold or sublease interests or similar contract rights under valid agreements relating fee simple title to all real property owned in fee by the Company or any of its Leased Real Properties, subsidiaries as of the date of this Agreement and material to the extent necessary for the conduct of its business as currently conducted. Each of the Company and its Subsidiariessubsidiaries (collectively, the “Company Owned Real Property”), free and clear of all Liens, except for Company Permitted Liens (subject to any state of facts an accurate survey would show, provided same does not prohibit or materially impair the current use and operation of such parcel of such Company Owned Real Property) and (ii) there are no outstanding options or rights of first refusal or offer to purchase or lease the Company Owned Real Property. (b) Except as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, has complied in all material respects with the terms of all Leases to which it is a party, and all Leases to (i) each agreement under which the Company or any of its Subsidiaries is subsidiaries is, as of the date of this Agreement, the landlord, sublandlord, tenant, subtenant or occupant that have not been terminated or expired as of the date of this Agreement and are material to the business of the Company and its subsidiaries, taken as a party are whole (each a “Company Real Property Lease”), is, with respect to the Company or the applicable subsidiary of the Company, a valid and binding, subsisting agreement in full force and effect and constitutes a valid, binding and enforceable in accordance with their terms. Neither obligation of the Company nor any Subsidiary is in breach of or default under the terms of and Lease and, to the Knowledge applicable subsidiary of the Company, no other party subject to the Bankruptcy and Equity Exception and (ii) the Company has not received any Lease is in written notice of termination or cancellation of or of a breach of or default under any Company Real Property Lease that remains uncured as of the terms date of this Agreement nor, to the knowledge of the Company, has any event occurred which, with notice or lapse of time or both, would constitute a breach or default under any such Company Real Property Lease, or permit the termination or cancellation of any such Company Real Property Lease. Neither . (c) The Company Owned Real Property and the Company Leased Real Property are referred to collectively herein as the “Company Real Property.” To the knowledge of the Company, (i) neither the Company nor any of its Subsidiaries subsidiaries has received any written notice of any event proceedings in eminent domain, condemnation or occurrence other similar proceedings that has resulted or could reasonably result are pending, and (with or without the giving of notice, the lapse of time or bothii) in an event of default with respect to any Lease to which it is a party. The Leased Real Property constitutes all of the real property used by the Company and its Subsidiaries has not received written notice threatening any such proceedings, in the operation of the business. Except each case, except for such proceedings as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, . To the consummation knowledge of the Offer and Merger shall not require the consent of any party to any of the leases or subleases to which Company, neither the Company or nor any of its Subsidiaries are subsidiaries has received written notice of the existence of any outstanding writ, injunction, decree, order or judgment or of any pending proceeding pertaining to or affecting any Company Real Property that would reasonably be expected, individually or in the aggregate, to have a partyCompany Material Adverse Effect.

Real Properties. (a) The Company Borrower and each Restricted Subsidiary has good, insurable, exclusive, legal and marketable fee simple title to the owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all Liens, except for Permitted Liens. (b) Each Material Real Property Lease is in full force and effect. Neither the Borrower nor any Restricted Subsidiary, nor, to the knowledge of the Loan Parties, any other Person, is in breach or violation of, or default under, any Material Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Subsidiaries Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) The Material Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not own exist any real property. Section 4.01(p) actual or, to the knowledge of the Company Disclosure Loan Parties, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property or any part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest therein. (d) Schedule 5.18 sets forth a true, correct complete and complete accurate list as of the location Closing Date (i) of all leased real property Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Leased Material Owned Real Property”) leased to ), or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by the Company or one of its Subsidiaries pursuant to a lease, sublease, license or any other similar agreement contractual arrangement under which the Borrower or any Restricted Subsidiary occupies or uses any Real Property (together with each amendment, modification, restatement or supplement thereto collectively, the “Material Real Property Leases”). True , with the current location of each such Real Property by street address, including the county, state and complete copies other relevant jurisdictions, the landlord with respect thereto and, where applicable, each lessee, licensee, sublessee or other occupant thereof, (ii) any lease, sublease, license or sublicense of all Leases have been made available to Parent prior to such Real Property by the date of this Agreement. Each of the Company and its SubsidiariesBorrower or any Restricted Subsidiary as lessor, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, has valid and subsisting leasehold or sublease interests licensor or similar contract rights under valid agreements relating to all of its Leased Real Propertiescapacity, and (iii) each Contractual Obligation by the Borrower or any Restricted Subsidiary, whether contingent or otherwise, to the extent necessary for the conduct of its business as currently conducted. Each of the Company sell or lease such Real Property. (e) All Material Owned Real Property is insured pursuant to policies and its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, has complied in all material respects with the terms of all Leases to other bonds which it is a party, and all Leases to which the Company or any of its Subsidiaries is a party are valid and binding, in full force and effect and enforceable which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of each such Loan Party in accordance with their terms. Neither prudent business practice in the Company nor any Subsidiary is in breach of or default under the terms of and Lease and, to the Knowledge industry of the Company, no other party to any Lease is in breach of or default under the terms of any Lease. Neither the Company nor any of its Subsidiaries has received any written notice of any event or occurrence that has resulted or could reasonably result (with or without the giving of notice, the lapse of time or both) in an event of default with respect to any Lease to which it is a party. The Leased Real Property constitutes all of the real property used by the Company Borrower and its Subsidiaries in the operation of the business. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the consummation of the Offer and Merger shall not require the consent of any party to any of the leases or subleases to which the Company or any of its Subsidiaries are a partyRestricted Subsidiaries.

Real Properties. The Company and its Subsidiaries do not own any real property. Section 4.01(p(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of the location of all leased real property (the “Leased Real Property”) leased to or by the Company or one of its Subsidiaries pursuant to a lease, sublease, license or other similar agreement (collectively, the “Leases”). True and complete copies of all Leases have been made available to Parent prior to the date of this Agreement. Each of the Company and its Subsidiaries, except Except as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, has (i) the Company or one of its subsidiaries, as the case may be, holds good and valid and subsisting leasehold or sublease interests or similar contract rights under valid agreements relating fee simple title to all real property owned in fee by the Company or any of its Leased Real Properties, subsidiaries as of the date of this Agreement and material to the extent necessary for the conduct of its business as currently conducted. Each of the Company and its Subsidiariessubsidiaries (collectively, the "Company Owned Real Property"), free and clear of all Liens, except for Company Permitted Liens (subject to any state of facts an accurate survey would show, provided same does not prohibit or materially impair the current use and operation of such parcel of such Company Owned Real Property) and (ii) there are no outstanding options or rights of first refusal or offer to purchase or lease the Company Owned Real Property. (b) Except as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, has complied in all material respects with the terms of all Leases to which it is a party, and all Leases to (i) each agreement under which the Company or any of its Subsidiaries is subsidiaries is, as of the date of this Agreement, the landlord, sublandlord, tenant, subtenant or occupant that have not been terminated or expired as of the date of this Agreement and are material to the business of the Company and its subsidiaries, taken as a party are whole (each a "Company Real Property Lease"), is, with respect to the Company or the applicable subsidiary of the Company, a valid and binding, subsisting agreement in full force and effect and constitutes a valid, binding and enforceable in accordance with their terms. Neither obligation of the Company nor any Subsidiary is in breach of or default under the terms of and Lease and, to the Knowledge applicable subsidiary of the Company, no other party subject to the Bankruptcy and Equity Exception and (ii) the Company has not received any Lease is in written notice of termination or cancellation of or of a breach of or default under any Company Real Property Lease that remains uncured as of the terms date of this Agreement nor, to the knowledge of the Company, has any event occurred which, with notice or lapse of time or both, would constitute a breach or default under any such Company Real Property Lease, or permit the termination or cancellation of any such Company Real Property Lease. Neither . (c) The Company Owned Real Property and the Company Leased Real Property are referred to collectively herein as the "Company Real Property." To the knowledge of the Company, (i) neither the Company nor any of its Subsidiaries subsidiaries has received any written notice of any event proceedings in eminent domain, condemnation or occurrence other similar proceedings that has resulted or could reasonably result are pending, and (with or without the giving of notice, the lapse of time or bothii) in an event of default with respect to any Lease to which it is a party. The Leased Real Property constitutes all of the real property used by the Company and its Subsidiaries has not received written notice threatening any such proceedings, in the operation of the business. Except each case, except for such proceedings as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, . To the consummation knowledge of the Offer and Merger shall not require the consent of any party to any of the leases or subleases to which Company, neither the Company or nor any of its Subsidiaries are subsidiaries has received written notice of the existence of any outstanding writ, injunction, decree, order or judgment or of any pending proceeding pertaining to or affecting any Company Real Property that would reasonably be expected, individually or in the aggregate, to have a partyCompany Material Adverse Effect.

Real Properties. The Company and its Subsidiaries do not own any real property. Section 4.01(p3.01(p) of the Company Disclosure Schedule sets forth a true, correct and complete list of the location of all leased real property (the “Leased Real Property”) leased to or by the Company or one of its Subsidiaries pursuant to a lease, sublease, license or other similar agreement (collectively, the “Leases”). True and complete copies of all Leases have been made available to Parent prior to the date of this Agreement. Each of the Company and its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, has valid and subsisting leasehold or sublease interests or similar contract rights under valid agreements relating to all of its Leased Real Properties, to the extent necessary for the conduct of its business as currently conducted. Each of the Company and its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, has complied in all material respects with the terms of all Leases to which it is a party, and all Leases to which the Company or any of its Subsidiaries is a party are valid and binding, in full force and effect and enforceable in accordance with their terms. Neither the Company nor any Subsidiary is in breach of or default under the terms of and Lease and, to the Knowledge of the Company, no other party to any Lease is in breach of or default under the terms of any Lease. Neither the Company nor any of its Subsidiaries has received any written notice of any event or occurrence that has resulted or could reasonably result (with or without the giving of notice, the lapse of time or both) in an event of default with respect to any Lease to which it is a party. The Leased Real Property constitutes all of the real property used by the Company and its Subsidiaries in the operation of the business. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the consummation of the Offer and Merger shall not require the consent of any party to any of the leases or subleases to which the Company or any of its Subsidiaries are a party.

Real Properties. The (a) Neither the Company and nor its Subsidiaries do not subsidiaries own any real property. Section 4.01(p. (b) of the Company Disclosure Schedule sets forth a true, correct and complete list of the location of all leased real property (the “Leased Real Property”) leased to or by the Company or one of its Subsidiaries pursuant to a lease, sublease, license or other similar agreement (collectively, the “Leases”). True and complete copies of all Leases have been made available to Parent prior to the date of this Agreement. Each of the Company and its Subsidiaries, except Except as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, has (i) each agreement (including all amendments, modifications, guarantees related thereto) under which the Company or any of its subsidiaries is, as of the date of this Agreement, the landlord, sublandlord, tenant, subtenant or occupant (each a “Company Real Property Lease”), is, with respect to the Company or the applicable subsidiary of the Company, a valid and subsisting leasehold agreement in full force and effect and constitutes a valid, binding and enforceable obligation of the Company or sublease interests the applicable subsidiary of the Company, subject to the Bankruptcy and Equity Exception, (ii) the Company has not received any written notice of termination or similar contract rights cancellation of or of a breach or default under valid agreements relating to all any Company Real Property Lease that remains uncured as of its Leased Real Propertiesthe date of this Agreement nor, to the extent necessary knowledge of the Company, has any event occurred which, with notice or lapse of time or both, would constitute a breach or default under any such Company Real Property Lease or permit the termination or cancellation of any such Company Real Property Lease and (iii) the Company has not subleased, licensed or otherwise granted any person the right to use or occupy the Company Real Property or any portion thereof. The Company has delivered or made available to Parent a true and complete copy of each Company Real Property Lease. All buildings, improvements and fixtures included in the Company Real Property are in good condition and repair and sufficient for the conduct operation of the business conducted thereon. (c) To the knowledge of the Company, (i) neither the Company nor any of its business as currently conducted. Each subsidiaries has received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending, and (ii) the Company and its Subsidiarieshas not received written notice threatening any such proceedings, in each case, except for such proceedings as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, has complied in all material respects with . To the terms of all Leases to which it is a party, and all Leases to which the Company or any of its Subsidiaries is a party are valid and binding, in full force and effect and enforceable in accordance with their terms. Neither the Company nor any Subsidiary is in breach of or default under the terms of and Lease and, to the Knowledge knowledge of the Company, no other party to any Lease is in breach of or default under the terms of any Lease. Neither neither the Company nor any of its Subsidiaries subsidiaries has received any written notice of the existence of any event outstanding writ, injunction, decree, order or occurrence that has resulted judgment or could reasonably result (with of any pending proceeding pertaining to or without the giving of notice, the lapse of time or both) in an event of default with respect to affecting any Lease to which it is a party. The Leased Company Real Property constitutes all of the real property used by the Company and its Subsidiaries in the operation of the business. Except as that would notreasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the consummation of the Offer and Merger shall not require the consent of any party to any of the leases or subleases to which the Company or any of its Subsidiaries are a party.