Common use of Real Property and Personal Property Matters Clause in Contracts

Real Property and Personal Property Matters. (a) Owned Real Estate. Neither the Company nor any of its Subsidiaries own any real estate. (b) Leased Real Estate. Section 4.13(b) of the Company Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). The Company has delivered to Parent a true and complete copy of each such Lease. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or as set forth on Section 4.13(b) of the Company Disclosure Letter, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) the Company's or its Subsidiary's possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has the Company or any of its Subsidiaries subleased, licensed, or otherwise granted any Person (other than another wholly-owned Subsidiary of the Company) a right to use or occupy such Leased Real Estate or any portion thereof.

Real Property and Personal Property Matters. (a) Owned Real Estate. Neither the The Company nor any of its Subsidiaries does not own any real estateproperty. (b) Leased Real Estate. Section 4.13(b3.10(b) of the Company Disclosure Letter contains Schedules will set forth a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). The Company has delivered made available to Parent Buyer a true and complete copy of each such Lease. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or as set forth on Section 4.13(b3.10(b) of the Company Disclosure LetterSchedules, with respect to each of the LeasesLease: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the CompanySellers, any other party to the Lease, is in breach or default under such Lease, Lease and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) the Company's or its Subsidiary's ’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of the CompanySellers, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither the The Company nor any of its Subsidiaries has not assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein therein, nor has the Company or any of its Subsidiaries subleased, licensed, or otherwise granted any Person (other than another wholly-owned Subsidiary of the Company) a right to use or occupy such Leased Real Estate or any portion thereof. (c) The Leased Real Estate identified in Section 3.10(b) comprises all of the real property used or intended to be used in, or otherwise related to, the business of the Company. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company is in possession of and has good and marketable title to, or valid leasehold interests in or valid rights under contract to use, the machinery, equipment, furniture, fixtures, and other tangible personal property and assets owned, leased, or used by the Company, free and clear of all Liens other than Permitted Liens.

Real Property and Personal Property Matters. (a) Owned Real Estate. Neither the Company nor any of its Subsidiaries DHC does not own any real estateReal Estate. (b) Leased Real Estate. Section 4.13(b3.12(b) of the Company DHC Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). The Company DHC has delivered to Parent High Tide a true and complete copy of each such LeaseLease that is written. Except as would not reasonably be expected to have, individually or in the aggregate, a Company DHC Material Adverse Effect or as set forth on Section 4.13(b3.12(b) of the Company DHC Disclosure Letter, with respect to each of the Leases: (i) to the Knowledge of DHC, such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither the Company nor any of its Subsidiaries norDHC, and to the Knowledge of the CompanyDHC, any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) the Company's or its Subsidiary's DHC’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of the CompanyDHC, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither the Company nor any of its Subsidiaries DHC has not assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has the Company or any of its Subsidiaries subleasedDHC, licensed, or otherwise granted any Person (other than another wholly-owned Subsidiary of the Company) a right to use or occupy such Leased Real Estate or any portion thereof.

Real Property and Personal Property Matters. (a) Owned Real Estate. Neither None of EFV, the Company nor or any of its Subsidiaries own Subsidiary owns any real estate. (b) Leased Real Estateproperty. Section 4.13(b3.10(a)(i) of the Company Disclosure Letter Schedules contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease documentLease). The Company has Sellers have delivered to Parent Buyer a true and complete copy of each such Lease. The real property leased to EFV, the Company or a Subsidiary and identified on Section 3.10(a) of the Disclosure Schedules comprises all of the real property used or intended to be used in, or otherwise related to, the business of EFV, the Company or either Subsidiary. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or as set forth on Section 4.13(b3.10(a)(ii) of the Company Disclosure LetterSchedules, with respect to each of the LeasesLease: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither none of EFV, the Company nor or any of its Subsidiaries Subsidiary nor, to the Knowledge of the CompanySeller, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) EFV’s, the Company's ’s or its the applicable Subsidiary's ’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and and, to the Knowledge of the CompanySeller, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither None of EFV, the Company nor or any of its Subsidiaries Subsidiary has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein therein, nor has EFV, the Company or any of its Subsidiaries either Subsidiary subleased, licensed, or otherwise granted any Person (other than another wholly-owned Subsidiary of the Company) a right to use or occupy such Leased Real Estate or any portion thereof. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, EFV, the Company and each Subsidiary is in possession of and has good and marketable title to, or valid leasehold interests in or valid rights under contract to use, the machinery, equipment, furniture, fixtures, and other tangible personal property and assets owned, leased, or used by such entity, free and clear of all Liens other than Permitted Liens.

Real Property and Personal Property Matters. (a) Owned Real Estate. Neither the The Company nor any of its Subsidiaries does not own any real estateReal Estate. (b) Leased Real Estate. Section 4.13(b3.12(b) of the Company Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). The Company has delivered to Parent a true and complete copy of each such Lease. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or as set forth on Section 4.13(b3.12(b) of the Company Disclosure Letter, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither the Company nor any of its Subsidiaries norCompany, and to the Knowledge of the Company, any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) the Company's or its Subsidiary's ’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither the The Company nor any of its Subsidiaries has not assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has the Company or any of its Subsidiaries subleasedCompany, licensed, or otherwise granted any Person (other than another wholly-owned Subsidiary of the Company) a right to use or occupy such Leased Real Estate or any portion thereof. (c) Real Estate Used in the Business. The Leased Real Estate identified in Section 3.12(b) of the Company Disclosure Letter comprise all of the real property used or intended to be used in, or otherwise related to, the business of the Company.

Real Property and Personal Property Matters. (a) Owned Real Estate. Neither The Company or one or more of its Subsidiaries has good and marketable fee simple title to the Owned Real Estate free and clear of any Liens other than the Permitted Liens. Section 4.13(a) of the Company Disclosure Letter contains a true and complete list by address and legal description of the Owned Real Estate as of the date hereof. Except as set forth in Section 4.13(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries own Subsidiaries: (i) other than to Parent, has granted any Person an option, right of first offer, or right of first refusal to purchase or lease such Owned Real Estate or any portion thereof or interest therein; (ii) has received written notice of any pending, and to the Knowledge of the Company, threatened, condemnation proceeding affecting any Owned Real Estate or any portion thereof or interest therein; or (iii) has received written notice of any pending, and to the Knowledge of the Company, planned, formation of a special taxation or assessment district affecting any Owned Real Estate or any portion thereof or interest therein. Neither the Company nor any Subsidiary is a party to any agreement or option to purchase any real estateproperty or interest therein. (b) Leased Real Estate. Section 4.13(b) of the Company Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). The Company has delivered to Parent a true and complete copy of each such Lease. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or as set forth on Section 4.13(b) of the Company Disclosure Letter, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party to the Lease, is in material breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) the Company's ’s or its Subsidiary's ’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has the Company or any of its Subsidiaries subleased, licensed, or otherwise granted any Person (other than another wholly-owned Subsidiary of the Company) a right to use or occupy such Leased Real Estate or any portion thereof.

Real Property and Personal Property Matters. (a) Owned Real Estate. Neither the The Company nor any of its Subsidiaries does not own any real estateReal Estate. (b) Leased Real Estate. Section 4.13(b3.13(b) of the Company Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). The Company has delivered to Parent High Tide a true and complete copy of each such Lease. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or as set forth on Section 4.13(b3.13(b) of the Company Disclosure Letter, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) the Company's or its Subsidiary's ’s possession and quiet enjoyment of the Leased Real Estate under such Lease has is not been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither the The Company nor any of its Subsidiaries has not assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has the Company or any of its Subsidiaries subleased, licensed, or otherwise granted any Person (other than another wholly-owned Subsidiary of the Company) a right to use or occupy such Leased Real Estate or any portion thereof. 000-0000-0000/9/AMERICAS 23 (c) Real Estate Used in the Business. The Leased Real Estate identified in Schedule 3.12(b) of the Company Disclosure Letter comprise all of the real property used in the Business of the Company.

Real Property and Personal Property Matters. (a) Owned Real Estate. Neither the The Company nor any of its Subsidiaries does not own any real estateproperty. (b) Leased Real Estate. Section 4.13(b3.10(b) of the Company Disclosure Letter contains Schedules sets forth a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). The Company has delivered made available to Parent Buyer a true and complete copy of each such Lease. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or as set forth on in Section 4.13(b3.10(b) of the Company Disclosure LetterSchedules, with respect to each of the LeasesLease: (i) such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the CompanySellers, any other party to the Lease, is in breach or default under such Lease, Lease and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) the Company's or its Subsidiary's ’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of the CompanySellers, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither the The Company nor any of its Subsidiaries has not assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein therein, nor has the Company or any of its Subsidiaries subleased, licensed, or otherwise granted any Person (other than another wholly-owned Subsidiary of the Company) a right to use or occupy such Leased Real Estate or any portion thereof. (c) The Leased Real Estate identified in Section 3.10(b) comprises all of the real property used or intended to be used in, or otherwise related to, the business of the Company. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company is in possession of and has good and marketable title to, or valid leasehold interests in or valid rights under contract to use, the machinery, equipment, furniture, fixtures, and other tangible personal property and assets owned, leased, or used by the Company, free and clear of all Liens other than Permitted Liens.

Real Property and Personal Property Matters. (a) Owned Real Estate. Neither the Company nor any of its Subsidiaries Fab CBD does not own any real estateReal Estate. (b) Leased Real Estate. Section 4.13(b3.12(b) of the Company Fab CBD Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). The Company Fab CBD has delivered to Parent High Tide a true and complete copy of each such Lease. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Fab CBD Material Adverse Effect or as set forth on Section 4.13(b3.12(b) of the Company Fab CBD Disclosure Letter, with respect to each of the Leases: (i) to the Knowledge of Fab CBD, such Lease is legal, valid, binding, enforceable, and in full force and effect; (ii) neither the Company nor any of its Subsidiaries norFab CBD, and to the Knowledge of the CompanyFab CBD, any other party to the Lease, is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) the Company's or its Subsidiary's Fab CBD’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of the CompanyFab CBD, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither the Company nor any of its Subsidiaries Fab CBD has not assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has the Company or any of its Subsidiaries subleasedFab CBD, licensed, or otherwise granted any Person (other than another wholly-owned Subsidiary of the Company) a right to use or occupy such Leased Real Estate or any portion thereof. (c) Real Estate Used in the Business. The Leased Real Estate identified in Schedule 3.12(b) of Fab CBD Disclosure Letter comprise all of the real property used or intended to be used in, or otherwise related to, the business of Fab CBD.