Common use of Real Property; Equipment; Leasehold Clause in Contracts

Real Property; Equipment; Leasehold. Except as set forth on Part 3.13-1 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries owns or has ever owned any real property, nor is either party to any agreement to purchase or sell any real property. All material items of equipment and other tangible assets owned by or leased to the Company or any of its Subsidiaries are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the business of the Company and its Subsidiaries in the manner in which such business is currently being conducted. Part 3.13-2 of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Company Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. Part 3.13-3 of the Disclosure Schedule identifies all personal property (along with the location of such personal property) owned by the Company or any of its Subsidiaries that is located in any location other than the Company Facilities. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). All such Company Leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Company Leases, any existing default or event of default (or event which with or without notice or lapse of time, or both, would constitute a default) of the Company or any of its Subsidiaries, or to the Company’s Knowledge, any other party thereto. Except as set forth on Part 3.13-4 of the Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Company Leases, or otherwise adversely affect the continued use and possession of the Company Facilities for the conduct of business as presently conducted. The Company or its Subsidiaries currently occupy all of the Company Facilities for the operation of their respective businesses, and there are no other parties occupying, or with a right to occupy, the Company Facilities. Neither the Company nor any of its Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Company Facilities.

Real Property; Equipment; Leasehold. Except as set (a) None of the Acquired Corporations owns any real property. Part 2.8(a) of the Disclosure Schedule sets forth on an accurate and complete list of each real property lease pursuant to which any of the Acquired Corporations leases real property from any other Person for rent payments in excess of $1,000,000 annually. (All real property leased to the Acquired Corporations pursuant to the real property leases identified or required to be identified in Part 3.13-1 2.8(a) of the Disclosure Schedule, neither including all buildings, structures, fixtures and other improvements leased to the Acquired Corporations, is referred to as the “Leased Real Property.”) There is no Legal Proceeding pending, and to the Knowledge of the Company nor no Legal Proceeding has been threatened in writing (or, with respect to the Company’s facility located at 0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx Xxxxx, XX, overtly threatened), that challenges or adversely affects, or would challenge or adversely affect, the continuation of the present use by the Acquired Corporations of any Leased Real Property. There are no subleases, licenses, occupancy agreements or other contractual obligations that grant the right of use or occupancy of any of its Subsidiaries owns or has ever owned any real property, nor is either party the Leased Real Property to any agreement Person other than the Acquired Corporations, and there is no Person in possession of or with a right to purchase or sell occupy any real property. All of the Leased Real Property other than the Acquired Corporations. (b) Except as would not have a Company Material Adverse Effect, all material items of equipment and other material tangible assets owned by or leased to the Acquired Corporations (including the Company or any of its Subsidiaries Real Property) are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the business businesses of the Company and its Subsidiaries Acquired Corporations in the manner in which such business is businesses are currently being conducted. Part 3.13-2 of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Company Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. Part 3.13-3 of the Disclosure Schedule identifies all personal property (along with the location of such personal property) owned by the Company or any of its Subsidiaries that is located in any location other than the Company Facilities. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). All such Company Leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Company Leases, any existing default or event of default (or event which with or without notice or lapse of time, or both, would constitute a default) of the Company or any of its Subsidiaries, or to the Company’s Knowledge, any other party thereto. Except as set forth on Part 3.13-4 of the Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Company Leases, or otherwise adversely affect the continued use and possession of the Company Facilities for the conduct of business as presently conducted. The Company or its Subsidiaries currently occupy all of the Company Facilities for the operation of their respective businesses, and there are no other parties occupying, or with a right to occupy, the Company Facilities. Neither the Company nor any of its Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Company Facilities.

Real Property; Equipment; Leasehold. (a) Section 3.9(a)-1 of the Company Disclosure Letter sets forth the address of each parcel of real property owned by the Acquired Companies as of the date of this Agreement (the “Owned Real Property”). Except as set forth on Part 3.13-1 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries owns or has ever owned any real property, nor is either party to any agreement to purchase or sell any real property. All material items of equipment and other tangible assets owned by or leased to the Company or any of its Subsidiaries are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the business Section 3.9(a)-1 of the Company and its Subsidiaries Disclosure Letter, none of the Acquired Companies owns any real property or any interest in real property as of the date of this Agreement. Except as would not have, individually or in the manner in which such business is currently being conducted. Part 3.13-2 aggregate, a Company Material Adverse Effect, the Acquired Companies are the sole owners of the Owned Real Property and, subject to the Permitted Liens, have good and valid fee simple title and, to the Knowledge of the Company, marketable title to the Owned Real Property, and the Owned Real Property is free and clear of any Liens, except for Permitted Liens. Section 3.9(a)-2 of the Company Disclosure Schedule Letter sets forth a list of all each material real property currently leasedlease, subleased sublease, license or licensed by or from the Company or occupancy agreement pursuant to which any of its Subsidiaries the Acquired Companies leases, subleases, licenses or otherwise used or occupied by occupies real property from any other Person as of the Company or any date of its Subsidiaries this Agreement (the “Company Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. Part 3.13-3 of the Disclosure Schedule identifies all personal property (along with the location of such personal property) owned by the Company or any of its Subsidiaries that is located in any location other than the Company Facilities. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Acquired Companies are the sole holders of good and valid leasehold interests in and to all of the Leased Real Property, and the Acquired Companies’ interests in the Leased Real Property are free and clear of any Liens, except for Permitted Liens. All such of the Leases are (i) valid, binding on and enforceable against the applicable Acquired Company Leases and, to the Knowledge of the Company, each of the parties thereto, subject to the Enforceability Exceptions, and (ii) are in full force and effect effect, have not been modified, amended or supplemented, in writing or otherwise, and are valid all material rents, additional rents and enforceable other amounts due to date pursuant to each Lease have been paid, except, in accordance with their respective termseach case, as would not have, individually or in the aggregate, a Company Material Adverse Effect. There is notTo the Knowledge of the Company, no Acquired Company has received any written notice of a material breach or default under any Company LeasesLease to which it is a party, nor, to the Knowledge of the Company, has any existing default other party to any Lease breached such Lease in any material respect, nor has any event or event of default (or event omission occurred which with or without the giving of notice or the lapse of time, or both, would constitute a defaultmaterial breach or default under any Lease, except as would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, no Acquired Company has made any alterations, additions or improvements to the Leased Real Property that are required to be removed at the termination of the applicable lease term and, to the Knowledge of the Company, the present use and operation of the Owned Real Property and the Leased Real Property is authorized by, and is in compliance with all applicable zoning, land use, building, fire, health, labor, safety and health laws and other applicable Laws. To the Knowledge of the Company, except as would not have, individually or in the aggregate, a Company Material Adverse Effect: (i) the Company has not received written notice of a pending or threatened Legal Proceeding that challenges or adversely affects, or would challenge or adversely affect, the continuation of the present use or operation of any material Owned Real Property or Leased Real Property, and (ii) the Company has not received any written notice of any pending rezoning, condemnation or eminent domain proceedings relating to any Owned Real Property or Leased Real Property. To the Knowledge of the Company, there are no variances, special zoning exceptions, conditions or agreements affecting the Owned Real Property or any part thereof, that would have a material and adverse effect on the use of its Subsidiariesthe Owned Real Property and, or to the Knowledge of the Company, the Company’s Knowledge, any other party thereto. Except as set forth on Part 3.13-4 use of the Disclosure ScheduleLeased Real Property as of the date of this Agreement. (c) Except for customary access rights or easements or licenses granted in the ordinary course of owning or operating the Owned Real Property or Leased Real Property, as applicable, that are deemed to constitute Permitted Liens pursuant to the execution and delivery terms of this Agreement by and except as would not have, individually or in the aggregate, a Company does notMaterial Adverse Effect, (i) there are no leases, subleases, licenses, occupancy agreements or other contractual obligations that grant the right of use or occupancy of any of the Owned Real Property or Leased Real Property to any Person other than the Acquired Companies, (ii) there is no Person in possession of any of the Owned Real Property or Leased Real Property other than the Acquired Companies, and the consummation (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company Owned Real Property or any portion thereof or interest therein. (d) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, all buildings, structures, fixtures, material items of its Subsidiaries equipment and other material tangible assets owned by or alter leased to the rights or obligations of Acquired Companies (including the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Company Leases, or otherwise adversely affect the continued use and possession of the Company Facilities Leased Real Property) are adequate for the conduct of business as presently conducted. The Company or its Subsidiaries currently occupy all the businesses of the Company Facilities for Acquired Companies in the operation of their respective businesses, manner in which such businesses are currently being conducted and there are no other parties occupying, or with a right to occupy, the Company Facilities. Neither the Company nor any of its Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions, in good condition and no such commission is owed with respect to any of the Company Facilitiesrepair in all material respects (ordinary wear and tear excepted).

Real Property; Equipment; Leasehold. Except as set forth on Part 3.13-1 (a) None of the Disclosure Schedule, neither the Company nor any of its Subsidiaries Inphi Entities owns or has ever owned any real property, nor is either party to property or any agreement to purchase or sell any interest in real property. All material items of equipment and other tangible assets owned by or leased to the Company or any of its Subsidiaries are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear exceptedPart 2.7(a) and are adequate for the conduct of the business of the Company and its Subsidiaries in the manner in which such business is currently being conducted. Part 3.13-2 of the Disclosure Schedule sets forth a list an accurate and complete description of all each real property currently leasedlease, subleased sublease or licensed by or from the Company or occupancy agreement pursuant to which any of its Subsidiaries the Inphi Entities leases, subleases or otherwise used or occupied by the Company or occupies real property from any of its Subsidiaries other Person (the “Company FacilitiesLeases”). (All real property leased or subleased to the Inphi Entities, including all buildings, structures, fixtures and other improvements leased or subleased to the Inphi Entities, are referred to as the “Leased Real Property.”) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company: (i) the Inphi Entities have a valid and binding leasehold interest in each Leased Real Property pursuant to a Lease, free and clear of all Encumbrances, other than Permitted Encumbrances; (ii) all of the Leases are valid and in full force and effect; and (iii) to the Knowledge of the Company, there is no default or event which, with the passage of time, the name giving of the lessornotice or both, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. Part 3.13-3 of the Disclosure Schedule identifies all personal property (along with the location of such personal property) owned would become a default by the Company or any of its Subsidiaries that is located in party under any location other than the Company FacilitiesLease. The Company has provided Parent with true, correct Made Available to Marvell accurate and complete copies of all leasesLeases. (b) Except as would not reasonably be expected to have, lease guarantiesindividually or in the aggregate, licensesa Material Adverse Effect on the Company, subleasesall of the buildings, agreements fixtures, additions and other improvements to the Leased Real Property are adequate and suitable in all respects for the leasing, use or occupancy of, or otherwise granting a right in or relating to purpose of conducting the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). All such Company Leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Company Leases, any existing default or event of default (or event which with or without notice or lapse of time, or both, would constitute a default) of the Company or any of its Subsidiaries, or to the Company’s Knowledge, any other party thereto. Except as set forth on Part 3.13-4 of the Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Company Leases, or otherwise adversely affect the continued use and possession of the Company Facilities for the conduct of Inphi Entities’ business as presently conducted. There is no Legal Proceeding pending or, to the Knowledge of the Company, threatened in writing that materially adversely affects, or would materially adversely affect, the continuation of any Inphi Entity’s present use or operation of any Leased Real Property. To the Knowledge of the Company, there is no existing plan or study by any Governmental Body or any other Person that challenges or otherwise adversely affects the continuation of any Inphi Entity’s present use or operation of any Leased Real Property. The Company or its Subsidiaries currently occupy all has not received any written notice of any condemnation proceedings relating to any Leased Real Property and, to the Knowledge of the Company Facilities for the operation of their respective businessesCompany, and there are no other parties occupying, or with a right to occupy, the Company Facilities. Neither the Company nor any of its Subsidiaries is party condemnation proceedings relating to any agreement Leased Real Property are pending or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Company Facilitiesthreatened in writing.

Real Property; Equipment; Leasehold. Except as set forth on Part 3.13-1 (a) None of the Disclosure Schedule, neither the Company nor any of its Subsidiaries Acquired Corporations owns or has ever owned any real property, nor is either party to any agreement to purchase or sell any real property. Part 3.8(a) of the Disclosure Schedule sets forth an accurate and complete list of each real property lease pursuant to which any of the Acquired Corporations leases real property from any other Person (all real property leased to any of the Acquired Corporations, including all buildings, structures, fixtures and other improvements leased to any of the Acquired Corporations, are referred to as the “Leased Real Property.”) and the Company has Made Available copies of all such leases. The present use and operation of the Leased Real Property by the Acquired Corporations is authorized by, and is in compliance in all material respects with, all zoning, land use, building, fire, health, labor, safety and environmental laws and other Legal Requirements. There is no Legal Proceeding pending, and to the Knowledge of the Company no Legal Proceeding has been threatened, that challenges or adversely affects, or would challenge or adversely affect, the continuation of the present use or operation of any Leased Real Property by the Acquired Corporations. To the Knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the present use or operation of any Leased Real Property by the Acquired Corporations. None of the Acquired Corporations has granted or is a party to any subleases, licenses, occupancy agreements or other contractual obligations that grant the right of use or occupancy of any of the Leased Real Property to any Person, and there is no Person in possession of or with a right to occupy any of the Leased Real Property other than the Acquired Corporations. (b) All material items of equipment and other material tangible assets owned by or leased to the Company or any of its Subsidiaries the Acquired Corporations are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the business businesses of the Company and its Subsidiaries Acquired Corporations in the manner in which such business is businesses are currently being conducted. Part 3.13-2 of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Company Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. Part 3.13-3 of the Disclosure Schedule identifies all personal property (along with the location of such personal property) owned by the Company or any of its Subsidiaries that is located in any location other than the Company Facilities. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). All such Company Leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Company Leases, any existing default or event of default (or event which with or without notice or lapse of time, or both, would constitute a default) of the Company or any of its Subsidiaries, or to the Company’s Knowledge, any other party thereto. Except as set forth on Part 3.13-4 of the Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Company Leases, or otherwise adversely affect the continued use and possession of the Company Facilities for the conduct of business as presently conducted. The Company or its Subsidiaries currently occupy all of the Company Facilities for the operation of their respective businesses, and there are no other parties occupying, or with a right to occupy, the Company Facilities. Neither the Company nor any of its Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Company Facilities.

Real Property; Equipment; Leasehold. Except as set forth on Part 3.13-1 (a) None of the Disclosure Schedule, neither the Company nor Acquired Companies owns any of its Subsidiaries owns real property or has ever owned any interest in real property, nor is either party other than the Leases. Part 2.7(a) of the Company Disclosure Schedule sets forth an accurate and complete list, as of the date of this Agreement, of each real property lease, sublease, license or occupancy agreement pursuant to which any of the Acquired Companies leases, subleases, licenses or occupies real property from any other Person in excess of 35,000 square feet (such real property being referred to as “Leased Real Property” and each such lease, sublease, license or occupancy agreement being referred to as a “Lease”). There are no subleases, licenses, occupancy agreements or other contractual obligations that grant the right of use or occupancy of any Leased Real Property in excess of 35,000 square feet to any agreement Person other than the Acquired Companies, and there is no Person in possession of any Leased Real Property other than the Acquired Companies. (b) Except as would not, individually or in the aggregate, reasonably be expected to purchase result in a material liability, no Acquired Company has made any alterations, additions or sell any real property. improvements to the Leased Real Property that are required to be removed at the termination of the applicable lease term. (c) All material items of equipment and other tangible assets owned by or leased to the Company or any of its Subsidiaries Acquired Companies (including the Leased Real Property) are adequate for the uses to which they are being putput and, to the Knowledge of the Company, are in good and safe condition and repair in all material respects (ordinary wear and tear excepted) and are adequate for the conduct of the business of the Company and its Subsidiaries in the manner in which such business is currently being conducted. Part 3.13-2 of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Company Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. Part 3.13-3 of the Disclosure Schedule identifies all personal property (along with the location of such personal property) owned by the Company or any of its Subsidiaries that is located in any location other than the Company Facilities. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). All such Company Leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Company Leases, any existing default or event of default (or event which with or without notice or lapse of time, or both, would constitute a default) of the Company or any of its Subsidiaries, or to the Company’s Knowledge, any other party thereto. Except as set forth on Part 3.13-4 of the Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Company Leases, or otherwise adversely affect the continued use and possession of the Company Facilities for the conduct of business as presently conducted. The Company or its Subsidiaries currently occupy all of the Company Facilities for the operation of their respective businesses, and there are no other parties occupying, or with a right to occupy, the Company Facilities. Neither the Company nor any of its Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Company Facilities.

Real Property; Equipment; Leasehold. (a) Part 2.10(a)-1 of the Disclosure Schedule sets forth the address of each parcel of real property owned by the Acquired Companies as of the date of this Agreement (excluding the Development Real Property which is addressed in Section 2.10(e) below) (the “Owned Real Property”). Except as set forth on in Part 3.13-1 2.10(a)-1 of the Disclosure Schedule, neither none of the Company nor any of its Subsidiaries Acquired Companies owns or has ever owned any real propertyproperty or any interest in real property as of the date of this Agreement. The Acquired Companies are the sole owners of the Owned Real Property and, nor is either party to any agreement to purchase or sell any real property. All material items of equipment and other tangible assets owned by or leased subject to the Company or any of its Subsidiaries are adequate for the uses to which they are being putPermitted Encumbrances, are in have good and safe condition and repair (ordinary wear and tear excepted) and are adequate for valid fee simple title and, to the conduct Knowledge of the business Company, marketable title to the Owned Real Property, and the Owned Real Property is free and clear of the Company and its Subsidiaries in the manner in which such business is currently being conductedany Encumbrances, except for Permitted Encumbrances. Part 3.13-2 2.10(a)-2 of the Disclosure Schedule sets forth a list of all each material real property currently leasedlease, subleased sublease, license or licensed by or from the Company or occupancy agreement pursuant to which any of its Subsidiaries the Acquired Companies leases, subleases, licenses or otherwise used or occupied by occupies real property from any other Person as of the Company or any date of its Subsidiaries this Agreement (the “Company Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. Part 3.13-3 of the Disclosure Schedule identifies all personal property (along with the location of such personal property) owned by the Company or any of its Subsidiaries that is located in any location other than the Company Facilities. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). The Acquired Companies are the sole holders of good and valid leasehold interests in and to all of the Leased Real Property, and the Acquired Companies’ interests in the Leased Real Property are free and clear of any Encumbrances, except for Permitted Encumbrances. All such of the Leases are (i) valid, binding on and enforceable against the applicable Acquired Company Leases and, to the Knowledge of the Company, each of the parties thereto, subject to the Enforceability Exceptions, and (ii) are in full force and effect effect, have not been modified, amended or supplemented, in writing or otherwise, and are valid all material rents, additional rents and enforceable other amounts due to date pursuant to each Lease have been paid, except, in accordance with their respective termseach case, as would not reasonably be expected to be, individually or in the aggregate, material and adverse to the Acquired Companies taken as a whole. There is notTo the Knowledge of the Company, no Acquired Company has received any written notice of a material breach or default under any Company LeasesLease to which it is a party, nor, to the Knowledge of the Company, has any existing default other party to any Lease breached such Lease in any material respect, nor has any event or event of default (or event omission occurred which with or without the giving of notice or the lapse of time, or both, would constitute a defaultmaterial breach or default under any Lease. The Company has Made Available to Parent accurate and complete copies of all Leases as of the date of this Agreement (excluding any amendments thereto superseded or not in effect as of the date of this Agreement). (b) Except as would not reasonably be expected to be, individually or in the aggregate, material and adverse to the Acquired Companies taken as a whole, other than as set forth on Part 2.10(b) of the Disclosure Schedule, no Acquired Company has made any alterations, additions or improvements to the Leased Real Property that are required to be removed at the termination of the applicable lease term and, to the Knowledge of the Company, the present use and operation of the Owned Real Property and the Leased Real Property is authorized by, and is in compliance with all applicable zoning, land use, building, fire, health, labor, safety and health laws and other applicable Laws. To the Knowledge of the Company, the Company has not received written notice of a pending or threatened Legal Proceeding that challenges or adversely affects, or would challenge or adversely affect, the continuation of the present use or operation of any material Owned Real Property or Leased Real Property. To the Knowledge of the Company, the Company has not received any written notice of any pending rezoning, condemnation or eminent domain proceedings relating to any Owned Real Property or Leased Real Property. To the Knowledge of the Company, and except as set forth in Part 2.10(c) of the Disclosure Schedule, there are no variances, special zoning exceptions, conditions or agreements affecting the Owned Real Property or any part thereof, that would have a material and adverse effect on the use of its Subsidiariesthe Owned Real Property and, or to the Knowledge of the Company, the Company’s Knowledgeuse of the Leased Real Property as of the date of this Agreement. (c) Except as set forth in Part 2.10(c) of the Disclosure Schedule, and except for customary access rights or easements or licenses granted in the ordinary course of owning or operating the Owned Real Property or Leased Real Property, as applicable, that are deemed to constitute Permitted Encumbrances pursuant to the terms of this Agreement, (i) there are no leases, subleases, licenses, occupancy agreements or other contractual obligations that grant the right of use or occupancy of any of the Owned Real Property or Leased Real Property to any Person other party theretothan the Acquired Companies, (ii) there is no Person in possession of any of the Owned Real Property or Leased Real Property other than the Acquired Companies, and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any of the Owned Real Property or any portion thereof or interest therein. (d) Except as set forth in Part 2.10(d) of the Disclosure Schedule, all buildings, structures, fixtures, material items of equipment and other material tangible assets owned by or leased to the Acquired Companies (including the Leased Real Property) are adequate for the conduct of the businesses of the Acquired Companies in the manner in which such businesses are currently being conducted and are in good condition and repair in all material respects (ordinary wear and tear excepted). (e) Part 2.10(e)-(1) of the Disclosure Schedule sets forth an accurate and complete description of the projects within each parcel of undeveloped real property owned by the Acquired Companies, as of the date of this Agreement, that is held for development or anticipated to be sold by an Acquired Company for development (the “Development Real Property”). The Acquired Companies are the sole owners of the Development Real Property and, subject to Permitted Encumbrances, have good, valid and marketable fee simple title to the Development Real Property, and the Development Real Property is free and clear of any Encumbrances, except for Permitted Encumbrances. Part 2.10(e)-1 of the Disclosure Schedule sets forth the current zoning of each parcel of the Development Real Property and the status of entitlements for each parcel of Development Real Property. Except as set forth on Part 3.13-4 2.10(e)-1 of the Disclosure Schedule, the execution and delivery no parcel of this Agreement by the Company does not, and the consummation any of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Company Leases, or otherwise adversely affect the continued use and possession of the Company Facilities for the conduct of business as presently conducted. The Company or its Subsidiaries currently occupy all of the Company Facilities for the operation of their respective businesses, and there are no other parties occupying, or with a right to occupy, the Company Facilities. Neither the Company nor any of its Subsidiaries Development Real Property is party to any agreement or subject to any claim restrictions applicable to any parcel of the Development Real Property that may require would restrict in any material respect the payment development of any real estate brokerage commissionssuch parcel for commercial or residential use, except for Permitted Encumbrances. Except as set forth on Part 2.10(e)-2 of the Disclosure Schedule, no portion of the Development Real Property is subject to a Contract for sale and no such commission is owed with respect third party has the right to use or occupy any portion of the Company FacilitiesDevelopment Real Property. Part 2.10(e)-3 sets forth (i) each parcel of Development Real Property that is currently under development and (ii) the anticipated use of such parcel. The Acquired Companies have not encumbered, sold or agreed to sell or encumber any development rights, air rights or other similar rights except for Permitted Encumbrances.

Real Property; Equipment; Leasehold. Except as set forth on (a) None of the Acquired Companies owns any real property or any interest in real property. Part 3.13-1 2.7(a) of the Disclosure ScheduleSchedule sets forth an accurate and complete description of each real property lease, neither sublease, license or occupancy agreement pursuant to which any of the Acquired Companies leases, subleases, licenses or occupies real property from any other Person (the “Leases”). (All real property leased, subleased or licensed to the Acquired Companies, including all buildings, structures, fixtures and other improvements leased, subleased or licensed to the Acquired Companies, are referred to as the “Leased Real Property”.) The Acquired Companies have valid and subsisting leasehold interests in and to all of the Leased Real Property, except where the failure to have such interests would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies, taken as a whole. Except as would not reasonably be expected to interfere in any material respect with the current use and operation of any Leased Real Property by any Acquired Company, all of the Leases are valid and in full force and effect, have not been modified, amended or supplemented, in writing or otherwise, and all rents, additional rents and other amounts due to date pursuant to each Lease have been paid, and to the knowledge of the Company, there is no default or event which, with the passage of time, the giving of notice or both, would become a default by any party under any Lease. The Company has Made Available to Parent accurate and complete copies of all Leases. (b) The present use and operation of the Leased Real Property is authorized by, and is in compliance, in all material respects, with, all applicable zoning, land use, building, fire, health, labor, safety and health laws and other Legal Requirements. There is no Legal Proceeding pending, or to the knowledge of the Company nor threatened, that challenges or adversely affects, or would challenge or adversely affect, the continuation of the present use or operation of any Leased Real Property. The Company has not received any written notice of any condemnation proceedings relating to any Leased Real Property and, to the knowledge of the Company, no condemnation proceedings relating to any Leased Real Property are pending or threatened. (c) There are no subleases, licenses, occupancy agreements or other contractual obligations granted by any Acquired Company or, to the knowledge of the Company, by any other Person that authorize the right of use or occupancy of any of its Subsidiaries owns or has ever owned any real property, nor is either party the Leased Real Property to any agreement Person other than the Acquired Companies, and there is no Person in possession of any of the Leased Real Property other than the Acquired Companies. (d) Except as would not, individually or in the aggregate, reasonably be expected to purchase have or sell any real property. All material result in a Material Adverse Effect, all items of equipment and other tangible assets owned by or leased to the Company or any of its Subsidiaries Acquired Companies (including the Leased Real Property) are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the business businesses of the Company and its Subsidiaries Acquired Companies in the manner in which such business is businesses are currently being conducted. Part 3.13-2 of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Company Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. Part 3.13-3 of the Disclosure Schedule identifies all personal property (along with the location of such personal property) owned by the Company or any of its Subsidiaries that is located in any location other than the Company Facilities. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). All such Company Leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Company Leases, any existing default or event of default (or event which with or without notice or lapse of time, or both, would constitute a default) of the Company or any of its Subsidiaries, or to the Company’s Knowledge, any other party thereto. Except as set forth on Part 3.13-4 of the Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Company Leases, or otherwise adversely affect the continued use and possession of the Company Facilities for the conduct of business as presently conducted. The Company or its Subsidiaries currently occupy all of the Company Facilities for the operation of their respective businesses, and there are no other parties occupying, or with a right to occupy, the Company Facilities. Neither the Company nor any of its Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Company Facilities.

Real Property; Equipment; Leasehold. (a) Section 3.9(a)-1 of the Company Disclosure Letter sets forth the address of each parcel of real property owned by the Acquired Companies as of the date of this Agreement (excluding the Development Real Property which is addressed in Section 3.9(e) below) (the “Owned Real Property”). Except as set forth on Part 3.13-1 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries owns or has ever owned any real property, nor is either party to any agreement to purchase or sell any real property. All material items of equipment and other tangible assets owned by or leased to the Company or any of its Subsidiaries are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the business Section 3.9(a)-1 of the Company and its Subsidiaries in the manner in which such business is currently being conducted. Part 3.13-2 Disclosure Letter, none of the Acquired Companies owns any real property or any interest in real property as of the date of this Agreement. The Acquired Companies are the sole owners of the Owned Real Property and, subject to the Permitted Liens, have good and valid fee simple title and, to the Knowledge of the Company, marketable title to the Owned Real Property, and the Owned Real Property is free and clear of any Liens, except for Permitted Liens. Section 3.9(a)-2 of the Company Disclosure Schedule Letter sets forth a list of all each material real property currently leasedlease, subleased sublease, license or licensed by or from the Company or occupancy agreement pursuant to which any of its Subsidiaries the Acquired Companies leases, subleases, licenses or otherwise used or occupied by occupies real property from any other Person as of the Company or any date of its Subsidiaries this Agreement (the “Company Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. Part 3.13-3 of the Disclosure Schedule identifies all personal property (along with the location of such personal property) owned by the Company or any of its Subsidiaries that is located in any location other than the Company Facilities. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). The Acquired Companies are the sole holders of good and valid leasehold interests in and to all of the Leased Real Property, and the Acquired Companies’ interests in the Leased Real Property are free and clear of any Liens, except for Permitted Liens. All such of the Leases are (i) valid, binding on and enforceable against the applicable Acquired Company Leases and, to the Knowledge of the Company, each of the parties thereto, subject to the Enforceability Exceptions, and (ii) are in full force and effect effect, have not been modified, amended or supplemented, in writing or otherwise, and are valid all material rents, additional rents and enforceable other amounts due to date pursuant to each Lease have been paid, except, in accordance with their respective termseach case, as would not reasonably be expected to be, individually or in the aggregate, material and adverse to the Acquired Companies taken as a whole. There is notTo the Knowledge of the Company, no Acquired Company has received any written notice of a material breach or default under any Company LeasesLease to which it is a party, nor, to the Knowledge of the Company, has any existing default other party to any Lease breached such Lease in any material respect, nor has any event or event of default (or event omission occurred which with or without the giving of notice or the lapse of time, or both, would constitute a defaultmaterial breach or default under any Lease. The Company has made available to Parent, as of the date hereof, accurate and complete (in all material respects) copies of all Leases. (b) Except as would not reasonably be expected to be, individually or in the aggregate, material and adverse to the Acquired Companies taken as a whole, other than as set forth on Section 3.9(b)(i) of the Company Disclosure Letter, no Acquired Company has made any alterations, additions or improvements to the Leased Real Property that are required to be removed at the termination of the applicable lease term and, to the Knowledge of the Company, the present use and operation of the Owned Real Property and the Leased Real Property is authorized by, and is in compliance with all applicable zoning, land use, building, fire, health, labor, safety and health laws and other applicable Laws. To the Knowledge of the Company, the Company has not received written notice of a pending or threatened Legal Proceeding that challenges or adversely affects, or would challenge or adversely affect, the continuation of the present use or operation of any material Owned Real Property or Leased Real Property. To the Knowledge of the Company, the Company has not received any written notice of any pending rezoning, condemnation or eminent domain proceedings relating to any Owned Real Property or Leased Real Property. To the Knowledge of the Company, and except as set forth in Section 3.9(b)(ii) of the Company Disclosure Letter, there are no variances, special zoning exceptions, conditions or agreements affecting the Owned Real Property or any part thereof, that would have a material and adverse effect on the use of its Subsidiariesthe Owned Real Property and, or to the Knowledge of the Company, the Company’s Knowledgeuse of the Leased Real Property as of the date of this Agreement. (c) Except as set forth in Section 3.9(c) of the Company Disclosure Letter, and except for customary access rights or easements or licenses granted in the ordinary course of owning or operating the Owned Real Property or Leased Real Property, as applicable, that are deemed to constitute Permitted Liens pursuant to the terms of this Agreement, (i) there are no leases, subleases, licenses, occupancy agreements or other contractual obligations that grant the right of use or occupancy of any of the Owned Real Property or Leased Real Property to any Person other party theretothan the Acquired Companies, (ii) there is no Person in possession of any of the Owned Real Property or Leased Real Property other than the Acquired Companies, and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any of the Owned Real Property or any portion thereof or interest therein. (d) Except as set forth in Section 3.9(d) of the Company Disclosure Letter, all buildings, structures, fixtures, material items of equipment and other material tangible assets owned by or leased to the Acquired Companies (including the Leased Real Property) are adequate for the conduct of the businesses of the Acquired Companies in the manner in which such businesses are currently being conducted and are in good condition and repair in all material respects (ordinary wear and tear excepted). (e) Section 3.9(e)-(1) of the Company Disclosure Letter sets forth an accurate and complete description of the projects within each parcel of undeveloped real property owned by the Acquired Companies, as of the date of this Agreement, that is held for development or anticipated to be sold by an Acquired Company for development (the “Development Real Property”). The Acquired Companies are the sole owners of the Development Real Property and, subject to Permitted Liens, have good, valid and marketable fee simple title to the Development Real Property, and the Development Real Property is free and clear of any Liens, except for Permitted Liens. Section 3.9(e)-1 of the Company Disclosure Letter sets forth the current zoning of each parcel of the Development Real Property and the status of entitlements for each parcel of Development Real Property. Except as set forth on Part 3.13-4 of the Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights Section 3.9(e)-1 of the Company or Disclosure Letter, no parcel of any of its Subsidiaries or alter the rights or obligations Development Real Property is subject to any restrictions applicable to any parcel of the sublessorDevelopment Real Property that would restrict in any material respect the development of such parcel for commercial or residential use, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Company Leases, or otherwise adversely affect the continued use and possession except for Permitted Liens. Except as set forth on Section 3.9(e)-2 of the Company Facilities Disclosure Letter, no portion of the Development Real Property is subject to a Contract for sale and no third party has the conduct right to use or occupy any portion of business as presently conductedthe Development Real Property. Section 3.9(e)-3 sets forth (i) each parcel of Development Real Property that is currently under development and (ii) the anticipated use of such parcel. The Company Acquired Companies have not encumbered, sold or its Subsidiaries currently occupy all of the Company Facilities agreed to sell or encumber any development rights, air rights or other similar rights except for the operation of their respective businesses, and there are no other parties occupying, or with a right to occupy, the Company Facilities. Neither the Company nor any of its Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Company FacilitiesPermitted Liens.

Real Property; Equipment; Leasehold. (a) Part 2.10(a) of the Company Disclosure Schedule sets forth an accurate and complete description of real property owned by the Acquired Companies (the “Owned Real Property”). Except as set forth on in Part 3.13-1 2.10(a) of the Company Disclosure Schedule, neither none of the Company nor any of its Subsidiaries Acquired Companies owns or has ever owned any real property, nor is either party to property or any agreement to purchase or sell any interest in real property. All material items Except as would not reasonably be expected to have a Company Material Adverse Effect, the Acquired Companies are the sole owners of equipment the Owned Real Property and other tangible assets owned by or leased have good, valid and marketable fee simple title to the Company or Owned Real Property, and the Owned Real Property is free and clear of any of its Subsidiaries are adequate Encumbrances, except for the uses to which they are being put, are in good and safe condition and repair Permitted Encumbrances. (ordinary wear and tear exceptedb) and are adequate for the conduct of the business Part 2.10(b) of the Company and its Subsidiaries in the manner in which such business is currently being conducted. Part 3.13-2 of the Disclosure Schedule sets forth a an accurate and complete list of all each real property currently leasedlease, subleased sublease, license or licensed by or from the Company or occupancy agreement pursuant to which any of its Subsidiaries the Acquired Companies leases, subleases, licenses or otherwise used or occupied by the Company or occupies real property from any of its Subsidiaries other Person (the “Company FacilitiesLeases”), and, except as would not reasonably be expected to be a Company Material Adverse Effect: (i) the name Acquired Companies are the sole holders of good, valid and subsisting leasehold interests in and to all of the lessorLeased Real Property, licensorand the Acquired Companies’ interests in the Leased Real Property are free and clear of any Encumbrances, sublessor, master lessor and/or lessee, the date and term except for Permitted Encumbrances; (ii) all of the leaseLeases are (A) valid, licensebinding on and enforceable against the applicable Acquired Company and, sublease or other occupancy right and to the Knowledge of the Company, each amendment of the parties thereto, the size of the premises and the aggregate annual rental payable thereunder. Part 3.13-3 of the Disclosure Schedule identifies all personal property (along with the location of such personal property) owned by the Company or any of its Subsidiaries that is located in any location other than the Company Facilities. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating subject to the Company FacilitiesEnforceability Exceptions, including all amendments, terminations and modifications thereof (“Company Leases”). All such Company Leases B) are in full force and effect effect, have not been modified, amended or supplemented, in writing or otherwise, and are valid all material rents, additional rents and enforceable in accordance with their respective terms. There is notother amounts due to date pursuant to each Lease have been paid; (iii) either the applicable Acquired Company, under any Company Leasesnor, to the Knowledge of the Company, any existing default other party to any Lease, has breached such Lease in any material respect, nor has any event or event omission occurred which, with the giving of default (or event which with or without notice or the lapse of time, or both, would constitute a defaultmaterial breach or default under any Lease; and (iv) the Company has Made Available to Parent accurate and complete copies of all Leases. (c) Except as would not reasonably be expected to be a Company Material Adverse Effect, no Acquired Company has made any alterations, additions or improvements to US-LEGAL-11446530/6 174293-0017 3089529.v7 the Leased Real Property that are required to be removed at the termination of the applicable lease term, and the present use and operation of the Owned Real Property and the Leased Real Property is authorized by, and is in compliance with all Applicable Laws. There is no Legal Proceeding pending, or, to the Knowledge of the Company threatened, that challenges or any of its Subsidiariesadversely affects, or would challenge or adversely affect, the continuation of the present use or operation of any Owned Real Property or Leased Real Property, except for Legal Proceedings that, individually or in the aggregate, are not and would not reasonably be expected to the Company’s Knowledge, any other party thereto. be Company Material Adverse Effect. (d) Except as set forth on Part 3.13-4 of the Disclosure Schedule, the execution and delivery of this Agreement by the would not reasonably be expected to be a Company does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default Material Adverse Effect (or an event that with notice or lapse of time or both would become a defaulti) under, or materially impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Company Leases, or otherwise adversely affect the continued use and possession of the Company Facilities for the conduct of business as presently conducted. The Company or its Subsidiaries currently occupy all of the Company Facilities for the operation of their respective businesses, and there are no leases, subleases, licenses, occupancy agreements or other parties occupying, contractual obligations that grant the right of use or with a right to occupy, the Company Facilities. Neither the Company nor any occupancy of its Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Company FacilitiesOwned Real Property or Leased Real Property to any Person other than the Acquired Companies (each a “Tenant Lease”), (ii) there is no Person in possession of any of the Owned Real Property or Leased Real Property other than the Acquired Companies, and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any of the Owned Real Property or any portion thereof or interest therein.

Real Property; Equipment; Leasehold. (a) Section 4.9(a) of the Company Disclosure Letter sets forth a list of material real property owned by the Acquired Companies as of the date of this Agreement (the “Owned Real Property”). Other than the Owned Real Property, none of the Acquired Companies owns any material real property or any interest in material real property as of the date of this Agreement. Except as set forth on Part 3.13-1 does not, individually or in the aggregate, constitute a Company Material Adverse Effect, the Acquired Companies are the sole owners of the Disclosure ScheduleOwned Real Property and, neither subject to the Permitted Liens, have good and valid fee simple title and, to the Knowledge of the Company, marketable title to the Owned Real Property, and the Owned Real Property is free and clear of any Liens, except for Permitted Liens. (b) Section 4.9(b) of the Company nor Disclosure Letter sets forth a true, complete and accurate list of each material real property lease, sublease, license or occupancy agreement pursuant to which any of its Subsidiaries owns the Acquired Companies leases, subleases, licenses or occupies real property from any other Person as of the date of this Agreement (the “Leases”). Except as does not, individually or in the aggregate, constitute a Company Material Adverse Effect, the Acquired Companies are the sole holders of good and valid leasehold interests in and to all of the Leased Real Property, and the Acquired Companies’ interests in the Leased Real Property are free and clear of any Liens, except for Permitted Liens. All of the Leases are (i) valid, binding on and enforceable against the applicable Acquired Company and, to the Knowledge of the Company, each of the parties thereto, subject to the Enforceability Exceptions, and (ii) in full force and effect, have not been modified, amended or supplemented, in writing or otherwise, and all material rents, additional rents and other amounts due to date pursuant to each Lease have been paid, except, in each case, as does not, individually or in the aggregate, constitute a Company Material Adverse Effect. No Acquired Company has ever owned received any real propertywritten notice of a material breach or default under any Lease to which it is a party, nor is either nor, to the Knowledge of the Company, has any other party to any agreement Lease breached such Lease in any material respect, nor has any event or omission occurred which with the giving of notice or the lapse of time, or both, would constitute a material breach or default under any Lease, except as does not, individually or in the aggregate, constitute a Company Material Adverse Effect. (c) With respect to all Mineral Interests owned by the Acquired Companies, except as does not, individually or in the aggregate, constitute a Company Material Adverse Effect, the Acquired Companies are the sole owners, have good and valid fee simple title and marketable title to the Mineral Interests, and the Mineral Interests are free and clear of all Liens, other than Permitted Liens. With respect to the Mineral Interests that are leased by the Acquired Companies from any other Person as of the date hereof (the “Leased Mineral Interests”), except as does not, individually or in the aggregate, constitute a Company Material Adverse Effect, the lease agreements and operating agreements pursuant to which with the Leased Mineral Interests are leased by the Acquired Companies (the “Mineral Interest Leases”) are: (i) valid, binding on and enforceable against the applicable Acquired Company and, to the Knowledge of the Company, each of the parties thereto, subject to the Enforceability Exceptions, (ii) in full force and effect, have not been modified, amended or supplemented, in writing or otherwise, and all material royalties, production payments, rents, additional rents and other amounts due to date pursuant to each lease have been paid, and (iii) free and clear of all Liens other than Permitted Liens. No Acquired Company has received any written notice of a material breach or default under any Mineral Interest Lease to which it is a party, nor, to the Knowledge of the Company, has any other party to any Mineral Interest Lease breached such Mineral Interest Lease in any material respect, nor has any event or omission occurred which with the giving of notice or the lapse of time, or both, would constitute a material breach or default under any such lease, except as does not, individually or in the aggregate, constitute a Company Material Adverse Effect. (d) Except as does not, individually or in the aggregate, constitute a Company Material Adverse Effect, no Acquired Company has made any alterations, additions or improvements to the Leased Real Property that are required to be removed at the termination of the applicable lease term and, to the Knowledge of the Company, the present use and operation of the Owned Real Property and the Leased Real Property is authorized by, and is in compliance with all applicable zoning, land use, building, fire, health, labor, safety and health laws and other applicable Laws. Except as does not, individually or in the aggregate, constitute a Company Material Adverse Effect, (i) the Company has not received written notice of a pending or, to the Knowledge of the Company, threatened Legal Proceeding that challenges or adversely affects, or would challenge or adversely affect, the continuation of the present use or operation of any material Owned Real Property or Leased Real Property, and (ii) the Company has not received any written notice of any pending rezoning, condemnation or eminent domain proceedings relating to any Owned Real Property or Leased Real Property. To the Knowledge of the Company, there are no variances, special zoning exceptions, conditions or agreements affecting the Owned Real Property or any part thereof, that would have a material and adverse effect on the use of the Owned Real Property and, to the Knowledge of the Company, the Company’s use of the Leased Real Property as of the date of this Agreement. (e) Except for customary access rights or easements or licenses granted in the ordinary course of owning or operating the Owned Real Property or Leased Real Property, as applicable, that are deemed to constitute Permitted Liens pursuant to the terms of this Agreement and except as does not, individually or in the aggregate, constitute a Company Material Adverse Effect, (i) there are no leases, subleases, licenses, occupancy agreements, purchase agreements or other contractual obligations that grant an interest in the right of use or occupancy of any of the Owned Real Property or Leased Real Property to any Person other than the Acquired Companies, (ii) there is no Person in possession of any of the Owned Real Property or Leased Real Property other than the Acquired Companies, and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any of the Owned Real Property or sell any real property. All material items of portion thereof or interest therein. (f) Except as does not, individually or in the aggregate, constitute a Company Material Adverse Effect, all buildings, structures, fixtures, machinery, vehicles, equipment and other tangible assets owned by or leased to the Company or any of its Subsidiaries Acquired Companies (including the Leased Real Property) are adequate for the uses conduct of the businesses of the Acquired Companies in the manner in which such businesses are currently being conducted and are proposed to which they are being putbe conducted, are and, each such asset is in good and safe condition and repair (ordinary wear and tear excepted). (g) The Company’s mineral reserves and are adequate mineral resources estimates for the conduct minerals, concentrates or ores for development purposes on the Owned Real Property and the Leased Real Property were prepared in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in accordance with applicable Laws. There has been no material reduction in the aggregate amount of the business estimated mineral resources or mineral reserves of the Company and its Subsidiaries in the manner in which such business is currently being conducted. Part 3.13-2 of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Company Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. Part 3.13-3 of the Disclosure Schedule identifies all personal property (along with the location of such personal property) owned by the Company or any of its Subsidiaries that is located amounts set forth in any location other than the Company Facilities. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). All such Company Leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Company Leases, any existing default or event of default (or event which with or without notice or lapse of time, or both, would constitute a default) of the Company or any of its Subsidiaries, or to the Company’s Knowledge, any technical reports other party thereto. Except than as set forth on Part 3.13-4 a result of production activities in the Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Company Leases, or otherwise adversely affect the continued use and possession of the Company Facilities for the conduct of business as presently conducted. The Company or its Subsidiaries currently occupy all of the Company Facilities for the operation of their respective businesses, and there are no other parties occupying, or with a right to occupy, the Company Facilities. Neither the Company nor any of its Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Company Facilitiesordinary course.

Real Property; Equipment; Leasehold. (a) Part 2.7(a)(i) of the Disclosure Schedule sets forth as of the date of this Agreement (i) a description of each parcel of real property, including the address, owned by any of the Acquired Companies (including all buildings, structures, fixtures and other improvements on such real property, “Owned Real Property”) and (ii) the name of the Acquired Company that holds title to each Owned Real Property. The Acquired Companies have good and valid and marketable fee simple title to each Owned Real Property free and clear of any Encumbrances, other than Permitted Encumbrances. No Acquired Company is party to any agreement or option for it to purchase any real property or to sell any portion of any Owned Real Property. There is an issued and outstanding owner’s policy of title insurance for each Owned Real Property and no claim has been made against such title insurance policy. (b) Part 2.7(b) of the Disclosure Schedule sets forth an accurate and complete description of each real property lease, sublease, license or occupancy agreement pursuant to which any of the Acquired Companies leases, subleases, licenses or occupies real property from any other Person as of the date of this Agreement (the “Leases”). Each real property leased, subleased or licensed to the Acquired Companies, including all buildings, structures, fixtures and other improvements leased, subleased or licensed to the Acquired Companies as of the date of this Agreement, are referred to as a “Leased Real Property”. The Acquired Companies have valid and subsisting leasehold interests in and to all Leased Real Property, except where the failure to have such interests would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies, taken as a whole. Except as would not reasonably be expected to interfere in any material respect with the current use and operation of any Leased Real Property by any Acquired Company, all of the Leases are valid and in full force and effect, have not been modified, amended or supplemented, in writing or otherwise and all material rents, additional rents and other amounts not yet delinquent to date pursuant to each Lease have been paid. (c) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, and, to the Knowledge of the Company the present use and operation of each Leased Real Property and Owned Real Property is authorized by, and is in compliance in all material respects with, all applicable zoning, land use, building, fire, health, labor, safety and health laws and other Legal Requirements. To the Knowledge of the Company and except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, all buildings, structures, fixtures and other improvements located on the Owned Real Property and on the Leased Real Property for which an Acquired Company is responsible are in good operating condition and repair, reasonable wear and tear excepted, and free of any material defect, and are adequate for the purposes for which they are currently being used by the Acquired Companies at such location. To the Knowledge of the Company and except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the present use or operation of any Leased Real Property or Owned Real Property by the Acquired Companies. The Company has not received any written notice of any condemnation proceedings relating to any Leased Real Property or Owned Real Property and, to the Knowledge of the Company, no condemnation proceedings relating to any Leased Real Property or Owned Real Property are pending or threatened. (d) Except as set forth on in Part 3.13-1 2.7(d) of the Disclosure Schedule, neither there are no subleases, licenses, occupancy agreements or other contractual obligations granted by any Acquired Company that grant the right of use or occupancy of any Leased Real Property or Owned Real Property to any Person other than the Acquired Companies and there is no Person in possession of any of the Leased Real Property or Owned Real Property other than the Acquired Companies. (e) To the Knowledge of the Company nor and except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, the buildings and material structures located on the Owned Real Property do not encroach on any real property (that is not part of the Owned Real Property or appurtenant easements or rights which they are on), and there are no buildings or material structures that encroach onto the Owned Real Property, in each case that could reasonably be expected to impair the ability to use any such Owned Real Property for the purposes for which such Owned Real Property is being used at such location. (f) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, each portion of the Owned Real Property and to the Knowledge of the Company, the Leased Real Property has adequate rights of way and access to public ways and all water, sewer, sanitary and storm drain facilities and other material public utilities necessary for the use, occupancy, operation and maintenance for its Subsidiaries owns intended purposes in the ordinary course of business consistent with past practice. To the Knowledge of the Company, no Acquired Company has received any written notice from any utility company or has ever owned municipality of any fact or condition which could result in the discontinuation of necessary sewer, water, electric, gas, telephone or other utilities or services for the Owned Real Property. (g) Part 2.7(g) of the Disclosure Schedule sets forth as of the date of this Agreement (i) a description of each parcel of real property, nor is either party to including the address, owned in part, directly or indirectly, by any agreement to purchase or sell any real property. All material of the Acquired Companies (excluding the Owned Real Property and the Leased Real Property), (ii) the name of the Acquired Company that holds such partial interest and (iii) a description of such partial interest. (h) Except as would not result in a Material Adverse Effect, all items of equipment and other tangible assets owned by or leased to the Company or any of its Subsidiaries Acquired Companies (including the Leased Real Property) are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the business businesses of the Company and its Subsidiaries Acquired Companies in the manner in which such business is businesses are currently being conducted. Part 3.13-2 of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Company Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. Part 3.13-3 of the Disclosure Schedule identifies all personal property (along with the location of such personal property) owned by the Company or any of its Subsidiaries that is located in any location other than the Company Facilities. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). All such Company Leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Company Leases, any existing default or event of default (or event which with or without notice or lapse of time, or both, would constitute a default) of the Company or any of its Subsidiaries, or to the Company’s Knowledge, any other party thereto. Except as set forth on Part 3.13-4 of the Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Company Leases, or otherwise adversely affect the continued use and possession of the Company Facilities for the conduct of business as presently conducted. The Company or its Subsidiaries currently occupy all of the Company Facilities for the operation of their respective businesses, and there are no other parties occupying, or with a right to occupy, the Company Facilities. Neither the Company nor any of its Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Company Facilities.

Real Property; Equipment; Leasehold. Except as set forth on Part 3.13-1 (a) None of the Disclosure Schedule, neither the Company nor Acquired Companies owns any of its Subsidiaries owns real property or has ever owned any interest in real property, nor is either party other than the Leases. Section 3.7(a) of the Company Disclosure Letter sets forth an accurate and complete list, as of the date of this Agreement, of each real property lease, sublease, license or occupancy agreement pursuant to which any of the Acquired Companies leases, subleases, licenses or occupies real property from any other Person in excess of 35,000 square feet (such real property being referred to as “Leased Real Property” and each such lease, sublease, license or occupancy agreement being referred to as a “Lease”). There are no subleases, licenses, occupancy agreements or other contractual obligations that grant the right of use or occupancy of any Leased Real Property in excess of 35,000 square feet to any agreement Person other than the Acquired Companies, and there is no Person in possession of any Leased Real Property other than the Acquired Companies. (b) Except as would not, individually or in the aggregate, reasonably be expected to purchase result in a material liability, no Acquired Company has made any alterations, additions or sell any real property. improvements to the Leased Real Property that are required to be removed at the termination of the applicable lease term. (c) All material items of equipment and other tangible assets owned by or leased to the Company or any of its Subsidiaries Acquired Companies (including the Leased Real Property) are adequate for the uses to which they are being putput and, to the Knowledge of the Company, are in good and safe condition and repair in all material respects (ordinary wear and tear excepted) and are adequate for the conduct of the business of the Company and its Subsidiaries in the manner in which such business is currently being conducted. Part 3.13-2 of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Company Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. Part 3.13-3 of the Disclosure Schedule identifies all personal property (along with the location of such personal property) owned by the Company or any of its Subsidiaries that is located in any location other than the Company Facilities. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). All such Company Leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Company Leases, any existing default or event of default (or event which with or without notice or lapse of time, or both, would constitute a default) of the Company or any of its Subsidiaries, or to the Company’s Knowledge, any other party thereto. Except as set forth on Part 3.13-4 of the Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Company Leases, or otherwise adversely affect the continued use and possession of the Company Facilities for the conduct of business as presently conducted. The Company or its Subsidiaries currently occupy all of the Company Facilities for the operation of their respective businesses, and there are no other parties occupying, or with a right to occupy, the Company Facilities. Neither the Company nor any of its Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Company Facilities.

Real Property; Equipment; Leasehold. (a) Section 2.8(a) of the Disclosure Schedule sets forth an accurate and complete list of all real property owned by the Acquired Companies as of the date of this Agreement (the “Owned Real Property”). The Acquired Companies, as applicable, have good, valid and marketable fee title to all Owned Real Property free and clear of all liens (other than Permitted Encumbrances). (b) Section 2.8(b) of the Disclosure Schedule sets forth an accurate and complete description of each real property lease, sublease, license or occupancy agreement pursuant to which any of the Acquired Companies leases, subleases, licenses or occupies real property from any other Person in effect as of the date hereof (the “Leases”). All real property leased, subleased or licensed to the Acquired Companies, including all buildings, structures, fixtures and other improvements leased, subleased or licensed to the Acquired Companies, are referred to as the “Leased Real Property.” Annex B to the Disclosure Schedule (i) contains a complete and accurate list of the Leased Real Property as of the date of this Agreement and (ii) sets forth, as of the date of this Agreement, for each Lease the lessor, the function, the approximate square footage, the expiration date and the current rent payable. The Acquired Companies have good, valid and subsisting interests in and to all of the Leased Real Property free and clear of all Encumbrances (other than Permitted Encumbrances), except as has not been and would not be, individually or in the aggregate, material to the business of the Acquired Companies, taken as a whole. All of the Leases are valid, enforceable and in full force and effect, have not been modified, amended or supplemented, in writing or otherwise, all rents, additional rents and other amounts due to date pursuant to each Lease have been paid and there is no default or event which, with the passage of time, the giving of notice or both, would become a default by an Acquired Company or, to the Knowledge of the Company, any other party under any Lease, except in each case as has not been and would not be, individually or in the aggregate, material to the business of the Acquired Companies, taken as a whole. The Company has Made Available to Parent accurate and complete copies of all office Leases and other material Leases. (c) Except as has not had and would not have, individually or in the aggregate, a Material Adverse Effect, (i) to the Company’s Knowledge, the present use and operation of the Leased Real Property is authorized by, and is in compliance in all material respects with, all applicable zoning, land use, building, fire, health, labor, safety and health laws and other Laws, (ii) there is no Legal Proceeding pending, or to the Knowledge of the Company threatened, that challenges or adversely affects, or would challenge or adversely affect, the continuation of the present use or operation of any Leased Real Property, and (iii) the Company has not received any written notice of any condemnation proceedings relating to any Leased Real Property and, to the Knowledge of the Company, no condemnation proceedings relating to any Leased Real Property are pending or threatened. (d) Except as set forth on Part 3.13-1 in Section 2.8(d) of the Disclosure Schedule, neither there are no subleases, licenses, occupancy agreements or other contractual obligations granted by any Acquired Company that authorize the Company nor right of use or occupancy of any of its Subsidiaries owns or has ever owned any real property, nor is either party the Leased Real Property to any agreement Person other than the Acquired Companies, and, to purchase the Knowledge of the Company, there is no Person in possession of any of the Leased Real Property other than the Acquired Companies. (e) Except as has not had and would not have, individually or sell any real property. All material in the aggregate, a Material Adverse Effect, all items of equipment and other tangible assets owned by or leased to the Company or any of its Subsidiaries Acquired Companies (including the Leased Real Property) are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the business businesses of the Company and its Subsidiaries Acquired Companies in the manner in which such business is businesses are currently being conducted. Part 3.13-2 of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Company Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. Part 3.13-3 of the Disclosure Schedule identifies all personal property (along with the location of such personal property) owned by the Company or any of its Subsidiaries that is located in any location other than the Company Facilities. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). All such Company Leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Company Leases, any existing default or event of default (or event which with or without notice or lapse of time, or both, would constitute a default) of the Company or any of its Subsidiaries, or to the Company’s Knowledge, any other party thereto. Except as set forth on Part 3.13-4 of the Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Company Leases, or otherwise adversely affect the continued use and possession of the Company Facilities for the conduct of business as presently conducted. The Company or its Subsidiaries currently occupy all of the Company Facilities for the operation of their respective businesses, and there are no other parties occupying, or with a right to occupy, the Company Facilities. Neither the Company nor any of its Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Company Facilities.

Real Property; Equipment; Leasehold. (a) Part 2.10(a) of the Company Disclosure Schedule sets forth an accurate and complete description of real property owned by the Acquired Companies (the “Owned Real Property”). Except as set forth on in Part 3.13-1 2.10(a) of the Company Disclosure Schedule, neither none of the Company nor any of its Subsidiaries Acquired Companies owns or has ever owned any real property, nor is either party to property or any agreement to purchase or sell any interest in real property. All material items Except as would not reasonably be expected to have a Company Material Adverse Effect, the Acquired Companies are the sole owners of equipment the Owned Real Property and other tangible assets owned by or leased have good, valid and marketable fee simple title to the Company or Owned Real Property, and the Owned Real Property is free and clear of any of its Subsidiaries are adequate Encumbrances, except for the uses to which they are being put, are in good and safe condition and repair Permitted Encumbrances. (ordinary wear and tear exceptedb) and are adequate for the conduct of the business Part 2.10(b) of the Company and its Subsidiaries in the manner in which such business is currently being conducted. Part 3.13-2 of the Disclosure Schedule sets forth a an accurate and complete list of all each real property currently leasedlease, subleased sublease, license or licensed by or from the Company or occupancy agreement pursuant to which any of its Subsidiaries the Acquired Companies leases, subleases, licenses or otherwise used or occupied by the Company or occupies real property from any of its Subsidiaries other Person (the “Company FacilitiesLeases”), and, except as would not reasonably be expected to be a Company Material Adverse Effect: (i) the name Acquired Companies are the sole holders of good, valid and subsisting leasehold interests in and to all of the lessorLeased Real Property, licensorand the Acquired Companies’ interests in the Leased Real Property are free and clear of any Encumbrances, sublessor, master lessor and/or lessee, the date and term except for Permitted Encumbrances; (ii) all of the leaseLeases are (A) valid, licensebinding on and enforceable against the applicable Acquired Company and, sublease or other occupancy right and to the Knowledge of the Company, each amendment of the parties thereto, the size of the premises and the aggregate annual rental payable thereunder. Part 3.13-3 of the Disclosure Schedule identifies all personal property (along with the location of such personal property) owned by the Company or any of its Subsidiaries that is located in any location other than the Company Facilities. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating subject to the Company FacilitiesEnforceability Exceptions, including all amendments, terminations and modifications thereof (“Company Leases”). All such Company Leases B) are in full force and effect effect, have not been modified, amended or supplemented, in writing or otherwise, and are valid all material rents, additional rents and enforceable in accordance with their respective terms. There is notother amounts due to date pursuant to each Lease have been paid; (iii) either the applicable Acquired Company, under any Company Leasesnor, to the Knowledge of the Company, any existing default other party to any Lease, has breached such Lease in any material respect, nor has any event or event omission occurred which, with the giving of default (or event which with or without notice or the lapse of time, or both, would constitute a defaultmaterial breach or default under any Lease; and (iv) the Company has Made Available to Parent accurate and complete copies of all Leases. (c) Except as would not reasonably be expected to be a Company Material Adverse Effect, no Acquired Company has made any alterations, additions or improvements to the Leased Real Property that are required to be removed at the termination of the applicable lease term, and the present use and operation of the Owned Real Property and the Leased Real Property is authorized by, and is in compliance with all Applicable Laws. There is no Legal Proceeding pending, or, to the Knowledge of the Company threatened, that challenges or any of its Subsidiariesadversely affects, or would challenge or adversely affect, the continuation of the present use or operation of any Owned Real Property or Leased Real Property, except for Legal Proceedings that, individually or in the aggregate, are not and would not reasonably be expected to the Company’s Knowledge, any other party thereto. be Company Material Adverse Effect. (d) Except as set forth on Part 3.13-4 of the Disclosure Schedule, the execution and delivery of this Agreement by the would not reasonably be expected to be a Company does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default Material Adverse Effect (or an event that with notice or lapse of time or both would become a defaulti) under, or materially impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Company Leases, or otherwise adversely affect the continued use and possession of the Company Facilities for the conduct of business as presently conducted. The Company or its Subsidiaries currently occupy all of the Company Facilities for the operation of their respective businesses, and there are no leases, subleases, licenses, occupancy agreements or other parties occupying, contractual obligations that grant the right of use or with a right to occupy, the Company Facilities. Neither the Company nor any occupancy of its Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Company FacilitiesOwned Real Property or Leased Real Property to any Person other than the Acquired Companies (each a “Tenant Lease”), (ii) there is no Person in possession of any of the Owned Real Property or Leased Real Property other than the Acquired Companies, and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any of the Owned Real Property or any portion thereof or interest therein.

Real Property; Equipment; Leasehold. Except as set forth on (a) None of the Acquired Companies owns any real property or any interest in real property. Part 3.13-1 2.7(a) of the Disclosure ScheduleSchedule sets forth an accurate and complete description of each real property lease, neither sublease, license or occupancy agreement pursuant to which any of the Acquired Companies leases, subleases, licenses or occupies real property from any other Person with an annual base rent greater than $100,000 (the “Leases”). (All real property leased, subleased or licensed to the Acquired Companies pursuant to a Lease, including all buildings, structures, fixtures and other improvements leased, subleased or licensed to the Acquired Companies, are referred to as the “Leased Real Property”.) The Acquired Companies have valid and subsisting leasehold interests in and to all of the Leased Real Property, except where the failure to have such interest would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies, taken as a whole, all of the Leases are valid and in full force and effect, have not been modified, amended or supplemented, in writing or otherwise, and all rents, additional rents and other amounts due pursuant to each Lease have been paid, and to the Knowledge of the Company, there is no default or event which, with the passage of time, the giving of notice or both, would become a default by any party under any Lease. The Company has Made Available to Parent accurate and complete copies of all Leases. (b) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, no Acquired Company has made any alterations, additions or improvements to the Leased Real Property that are required to be removed at the termination of the applicable lease term. The present use and operation of the Leased Real Property is authorized by, and is in material compliance with, all applicable zoning, land use, building, fire, health, labor, safety and health laws and other Legal Requirements. There is no pending or, to the Knowledge of the Company, threatened Legal Proceeding that challenges or adversely affects, or would challenge or adversely affect, the continuation of any Acquired Company’s present use or operation of any Leased Real Property. To the Knowledge of the Company, there is no existing plan or study by any Governmental Body or any other Person that challenges or otherwise adversely affects the continuation of any Acquired Company’s present use or operation of any Leased Real Property. As of the date of this Agreement, the Company nor has not received any written notice of any condemnation proceedings relating to any Leased Real Property and, to the Knowledge of the Company, no condemnation proceedings relating to any Leased Real Property are pending or threatened. (c) There are no subleases, licenses, occupancy agreements or other contractual obligations that grant the right of use or occupancy of any of its Subsidiaries owns or has ever owned any real property, nor is either party the Leased Real Property to any agreement to purchase or sell Person other than the Acquired Companies, and there is no Person in possession of any real property. of the Leased Real Property other than the Acquired Companies. (d) All material items of equipment and other tangible assets owned by or leased to the Company or any of its Subsidiaries Acquired Companies (including the Leased Real Property) are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the business businesses of the Company and its Subsidiaries Acquired Companies in the manner in which such business is businesses are currently being conducted. Part 3.13-2 of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Company Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. Part 3.13-3 of the Disclosure Schedule identifies all personal property (along with the location of such personal property) owned by the Company or any of its Subsidiaries that is located in any location other than the Company Facilities. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). All such Company Leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Company Leases, any existing default or event of default (or event which with or without notice or lapse of time, or both, would constitute a default) of the Company or any of its Subsidiaries, or to the Company’s Knowledge, any other party thereto. Except as set forth on Part 3.13-4 of the Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Company Leases, or otherwise adversely affect the continued use and possession of the Company Facilities for the conduct of business as presently conducted. The Company or its Subsidiaries currently occupy all of the Company Facilities for the operation of their respective businesses, and there are no other parties occupying, or with a right to occupy, the Company Facilities. Neither the Company nor any of its Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Company Facilities.

Real Property; Equipment; Leasehold. (a) Part 2.10(a)-1 of the Disclosure Schedule sets forth the address of each parcel of real property owned by the Acquired Companies as of the date of this Agreement (excluding the Development Real Property which is addressed in Section 2.10(e) below) (the “Owned Real Property”). Except as set forth on in Part 3.13-1 2.10(a)-1 of the Disclosure Schedule, neither none of the Company nor any of its Subsidiaries Acquired Companies owns or has ever owned any real propertyproperty or any interest in real property as of the date of this Agreement. The Acquired Companies are the sole owners of the Owned Real Property and, nor is either party to any agreement to purchase or sell any real property. All material items of equipment and other tangible assets owned by or leased subject to the Company or any of its Subsidiaries are adequate for the uses to which they are being putPermitted Encumbrances, are in have good and safe condition and repair (ordinary wear and tear excepted) and are adequate for valid fee simple title and, to the conduct Knowledge of the business Company, marketable title to the Owned Real Property, and the Owned Real Property is free and clear of the Company and its Subsidiaries in the manner in which such business is currently being conductedany Encumbrances, except for Permitted Encumbrances. Part 3.13-2 2.10(a)-2 of the Disclosure Schedule sets forth a list of all each material real property currently leasedlease, subleased sublease, license or licensed by or from the Company or occupancy agreement pursuant to which any of its Subsidiaries the Acquired Companies leases, subleases, licenses or otherwise used or occupied by occupies real property from any other Person as of the Company or any date of its Subsidiaries this Agreement (the “Company Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. Part 3.13-3 of the Disclosure Schedule identifies all personal property (along with the location of such personal property) owned by the Company or any of its Subsidiaries that is located in any location other than the Company Facilities. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). The Acquired Companies are the sole holders of good and valid leasehold interests in and to all of the Leased Real Property, and the Acquired Companies’ interests in the Leased Real Property are free and clear of any Encumbrances, except for Permitted Encumbrances. All such of the Leases are (i) valid, binding on and enforceable against the applicable Acquired Company Leases and, to the Knowledge of the Company, each of the parties thereto, subject to the Enforceability Exceptions, and (ii) are in full force and effect effect, have not been modified, amended or supplemented, in writing or otherwise, and are valid all material rents, additional rents and enforceable other amounts due to date pursuant to each Lease have been paid, except, in accordance with their respective termseach case, as would not reasonably be expected to be, individually or in the aggregate, material and adverse to the Acquired Companies taken as a whole. There is notTo the Knowledge of the Company, no Acquired Company has received any written notice of a material breach or default under any Company LeasesLease to which it is a party, nor, to the Knowledge of the Company, has any existing default other party to any Lease breached such Lease in any material respect, nor has any event or event of default (or event omission occurred which with or without the giving of notice or the lapse of time, or both, would constitute a defaultmaterial breach or default under any Lease. The Company has Made Available to Parent accurate and complete copies of all Leases as of the date of this Agreement (excluding any amendments thereto superseded or not in effect as of the date of this Agreement). (b) Except as would not reasonably be expected to be, individually or in the aggregate, material and adverse to the Acquired Companies taken as a whole, other than as set forth on Part 2.10(b) of the Disclosure Schedule, no Acquired Company has made any alterations, additions or improvements to the Leased Real Property that are required to be removed at the termination of the applicable lease term and, to the Knowledge of the Company, the present use and operation of the Owned Real Property and the Leased Real Property is authorized by, and is in compliance with all applicable zoning, land use, building, fire, health, labor, safety and health laws and other applicable Laws. To the Knowledge of the Company, the Company has not received written notice of a pending or threatened Legal Proceeding that challenges or adversely affects, or would challenge or adversely affect, the continuation of the present use or operation of any material Owned Real Property or Leased Real Property. To the Knowledge of the Company, the Company has not received any written notice of any pending rezoning, condemnation or eminent domain proceedings relating to any Owned Real Property or Leased Real Property. To the Knowledge of the Company, and except as set forth in Part 2.10(c) of the Disclosure Schedule, there are no variances, special zoning exceptions, conditions or agreements affecting the Owned Real Property or any part thereof, that would have a material and adverse effect on the use of its Subsidiariesthe Owned Real Property and, or to the Knowledge of the Company, the Company’s Knowledgeuse of the Leased Real Property as of the date of this Agreement. (c) Except as set forth in Part 2.10(c) of the Disclosure Schedule, and except for customary access rights or easements or licenses granted in the ordinary course of owning or operating the Owned Real Property or Leased Real Property, as applicable, that are deemed to constitute Permitted Encumbrances pursuant to the terms of this Agreement, (i) there are no leases, subleases, licenses, occupancy agreements or other contractual obligations that grant the right of use or occupancy of any of the Owned Real Property or Leased Real Property to any Person other party theretothan the Acquired Companies, (ii) there is no Person in possession of any of the Owned Real Property or Leased Real Property other than the Acquired Companies, and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any of the Owned Real Property or any portion thereof or interest therein. (d) Except as set forth in Part 2.10(d) of the Disclosure Schedule, all buildings, structures, fixtures, material items of equipment and other material tangible assets owned by or leased to the Acquired Companies (including the Leased Real Property) are adequate for the conduct of the businesses of the Acquired Companies in the manner in which such businesses are currently being conducted and are in good condition and repair in all material respects (ordinary wear and tear excepted). (e) Part 2.10(e)-(1) of the Disclosure Schedule sets forth an accurate and complete description of the projects within each parcel of undeveloped real property owned by the Acquired Companies, as of the date of this Agreement, that is held for development or anticipated to be sold by an Acquired Company for development (the “Development Real Property”). The Acquired Companies are the sole owners of the Development Real Property and, subject to Permitted Encumbrances, have good, valid and marketable fee simple title to the Development Real Property, and the Development Real Property is free and clear of any Encumbrances, except for Permitted Encumbrances. Part 2.10(e)-1 of the Disclosure Schedule sets forth the current zoning of each parcel of the Development Real Property and the status of entitlements for each parcel of Development Real Property. Except as set forth on Part 3.13-4 2.10(e)-1 of the Disclosure Schedule, the execution and delivery no parcel of this Agreement by the Company does not, and the consummation any of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or any of its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Company Leases, or otherwise adversely affect the continued use and possession of the Company Facilities for the conduct of business as presently conducted. The Company or its Subsidiaries currently occupy all of the Company Facilities for the operation of their respective businesses, and there are no other parties occupying, or with a right to occupy, the Company Facilities. Neither the Company nor any of its Subsidiaries Development Real Property is party to any agreement or subject to any claim restrictions applicable to any parcel of the Development Real Property that may require would restrict in any material respect the payment development of any real estate brokerage commissionssuch parcel for commercial or residential use, except for Permitted Encumbrances. Except as set forth on Part 2.10(e)-2 of the Disclosure Schedule, no portion of the Development Real Property is subject to a Contract for sale and no such commission is owed with respect third party has the right to use or occupy any portion of the Company FacilitiesDevelopment Real Property. Part 2.10(e)-3 sets forth (i) each parcel of Development Real Property that is currently under development and (ii) the anticipated use of such parcel. The Acquired Companies have not encumbered, sold or agreed to sell or encumber any development rights, air rights or other similar rights except for Permitted Encumbrances.