Common use of Real Property Lease Clause in Contracts

Real Property Lease. Seller has delivered to the Purchaser a true, correct and complete copy of the Real Property Lease listed on Schedule 2.1(a) – 1 (which comprises all the leases and/or subleases of immovable property to which Seller is a party or by which it is bound), together with all amendments, addenda and supplements thereto. Schedule 2.1(a) – 1 contains, in respect of Seller’s Real Property Lease, the name and address of the lessor, the street address of the premises leased thereunder, the commencement and termination dates of such Real Property Lease, the monthly rentals payable thereunder, all options to renew, if any, and a description of and reference to the Seller’s rights, if any, to assign such Real Property Lease or terminate such Real Property Lease for any reason other than lessor’s default. Schedule 4.11 sets forth, in respect of Seller’s Real Property Lease(s) and/or Seller’s franchised restaurant, a detailed description of the relevant parking plans, rights and accommodations. With respect to such Real Property Lease: (a) The Real Property Lease is legal, valid, binding and enforceable against Seller, and to Seller’s Knowledge, enforceable against the lessor and any sublessors thereunder in accordance with its terms; (b) Seller has received no notice that the lessor or any sublessor under the Real Property Lease intends to cancel or terminate the Real Property Lease or to exercise or not exercise any option thereunder; (c) Except as set forth on Schedule 4.11(c), the Real Property Lease is assignable to Purchaser; (d) Neither Seller nor, to Seller’s Knowledge, any other party to the Real Property Lease is in breach or default, and no event has occurred that, with notice or lapse of time or both, would constitute a breach or default or permit termination, modification or acceleration thereunder; (e) Neither Seller nor, to Seller’s Knowledge, any other party to the Real Property Lease has repudiated any provision thereof; (f) There have been and there are no disputes, oral agreement(s), temporary waivers, or forbearances in effect as to the Real Property Lease; (g) Seller has good title to the leasehold interest under such Real Property Lease free and clear of all Liens except for those listed on Schedule 2.3; (h) Seller has not assigned, pledged, transferred or conveyed any interest in the leasehold under the Real Property Lease and is not aware of any such assignment, transfer or conveyance; (i) To Seller’s Knowledge, all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation of its Business and have been operated and maintained in accordance with applicable laws, rules and regulations; and (j) The Real Property Lease has not been amended or modified other than as described on Schedule 2.1 (a) 1; (k) The Real Property Lease covering the premises has a remaining term of at least five (5) years (including any renewal options exercisable by the lessee thereunder); and (l) There are no options to lease or purchase real estate obtained in connection with Seller’s Business or, to Seller’s Knowledge, in or around Seller’s Business.

Real Property Lease. Seller has delivered to the Purchaser a true, correct and complete copy of the Real Property Lease listed on Schedule 2.1(a) – 1 (which comprises all the leases and/or subleases of immovable property to which Seller is a party or by which it is bound), together with all amendments, addenda and supplements thereto. Schedule 2.1(a) – 1 contains, in respect of Seller’s Real Property Lease, the name and address of the lessor, the street address of the premises leased thereunder, the commencement and termination dates of such Real Property Lease, the monthly rentals payable thereunder, all options to renew, if any, and a description of and reference to the Seller’s rights, if any, to assign such Real Property Lease or terminate such Real Property Lease for any reason other than lessor’s default. Schedule 4.11 sets forth, in respect of Seller’s Real Property Lease(s) and/or Seller’s franchised restaurant, a detailed description of the relevant parking plans, rights and accommodations. With respect to such Real Property Lease: (a) The Real Property Lease is legal, valid, binding and enforceable against Sellerthe subject of a written lease agreement, and there are no oral terms or past practice inconsistent with the written terms thereof. A true, complete and correct copy of such lease has been delivered to Seller’s KnowledgeBuyer (including any supplements, enforceable against the lessor amendments or side letters relating thereto), and any sublessors thereunder such lease is valid and in full force and effect in accordance with its terms; (b) . To the Knowledge of the Seller, Seller has received no notice that an enforceable leasehold interest in the lessor or any sublessor under real property subject to the Real Property Lease intends (including all buildings, structures and improvements located thereon), in each case free and clear of any Liens, except for such mortgages and other liens on the underlying fee estates which have, or may have, priority over the Seller’s leasehold estate. Seller has actual and exclusive possession of the real property subject to cancel or terminate the Real Property Lease and has not subleased, licensed or otherwise granted any person or entity the right to exercise use or not exercise occupy any option thereunder; (c) Except as set forth on Schedule 4.11(c), portion of the real property subject to the Real Property Lease. All of the rental and other payments payable by Seller with respect to the Real Property Lease are current, there is assignable no default under any lease with respect to Purchaser; (d) Neither Seller northe Real Property Lease either by the landlord or by the tenant thereunder, and, to the Knowledge of the Seller’s Knowledge, no event has occurred which, with the lapse of time or the giving of notice or both, would constitute a default thereunder. To the Knowledge of the Seller, all buildings, structures and improvements and all electrical, plumbing, heating, cooling and mechanical equipment and systems located on the real property subject to the Real Property Lease are in reasonable working order (normal wear and tear excepted) and free from any other party material defect. The real property subject to the Real Property Lease is currently served by all appropriate public utilities (including electric, gas, water, public sewer systems and telephone) to the extent necessary to conduct the Business as currently conducted. To the Knowledge of Seller, there is no condemnation, expropriation or other proceeding in breach eminent domain pending or defaultthreatened, and no event has occurred thataffecting the Real Property Lease, with notice or lapse of time any portion thereof or both, would constitute a breach or default or permit termination, modification or acceleration thereunder; (e) Neither Seller nor, to Seller’s Knowledge, any other party interest therein. The real property subject to the Real Property Lease has repudiated any provision thereof; (f) There have been and there are no disputes, oral agreement(s), temporary waivers, constitutes all of the real property used in or forbearances in effect as otherwise related to the Real Property Lease; (g) Seller has good title to conduct of the leasehold interest under such Real Property Lease free and clear of all Liens except for those listed on Schedule 2.3; (h) Seller has not assigned, pledged, transferred or conveyed any interest in the leasehold under the Real Property Lease and is not aware of any such assignment, transfer or conveyance; (i) To Seller’s Knowledge, all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation of its Business and have been operated and maintained in accordance with applicable laws, rules and regulations; and (j) The Real Property Lease has not been amended or modified other than as described on Schedule 2.1 (a) 1; (k) The Real Property Lease covering the premises has a remaining term of at least five (5) years (including any renewal options exercisable by the lessee thereunder); and (l) There are no options to lease or purchase real estate obtained in connection with Seller’s Business or, to Seller’s Knowledge, in or around Seller’s Business.

Real Property Lease. Seller has delivered to the Purchaser a true, correct and complete copy of the Real Property Lease listed on Schedule 2.1(a) – 1 (which comprises all the leases and/or subleases of immovable property to which Seller is a party or by which it is bound), together with all amendments, addenda and supplements thereto. Schedule 2.1(a) – 1 contains, in respect of Seller’s Real Property Lease, the name and address of the lessor, the street address of the premises leased thereunder, the commencement and termination dates of such Real Property Lease, the monthly rentals payable thereunder, all options to renew, if any, and a description of and reference to the Seller’s rights, if any, to assign such Real Property Lease or terminate such Real Property Lease for any reason other than lessor’s default. Schedule 4.11 sets forth, in respect of Seller’s Real Property Lease(s) and/or Seller’s franchised restaurant, a detailed description of the relevant parking plans, rights and accommodations. With respect to such Real Property Lease: (a) The U.S. Real Property Lease is legal, valid, binding binding, enforceable and enforceable against Sellerin full force and effect, subject to proper authorization and execution of such U.S. Real Property Lease by the other party thereto and the application of any bankruptcy or other creditor's rights laws. Seller is not in breach or default under the U.S. Real Property Lease, and to Seller’s 's Knowledge, enforceable against the lessor and any sublessors thereunder in accordance with its terms; (b) Seller has received no notice that the lessor or any sublessor under the Real Property Lease intends to cancel or terminate the Real Property Lease or to exercise or not exercise any option thereunder; (c) Except as set forth on Schedule 4.11(c), the Real Property Lease is assignable to Purchaser; (d) Neither Seller nor, to Seller’s Knowledge, any other party to the Real Property Lease is in breach or default, and no event has occurred thator circumstance exists which, with notice or lapse the delivery of notice, the passage of time or both, would constitute such a breach or default, except to the extent such breach or default or permit termination, modification or acceleration thereunder; (e) Neither Seller nor, to would not have a Material Adverse Effect on the Business. To Seller’s 's Knowledge, any other party to the Real Property Lease has repudiated any provision thereof; (flandlord(s) There have been and there are no disputes, oral agreement(s), temporary waivers, or forbearances in effect as to the Real Property Lease; (g) Seller has good title to the leasehold interest under such Real Property Lease free and clear of all Liens except for those listed on Schedule 2.3; (h) Seller has not assigned, pledged, transferred or conveyed any interest in the leasehold under the Real Property Lease Leases are in full compliance with the terms of the Real Property Leases, and is not aware of no uncured default by any such assignmentlandlord(s) has occurred. Neither the Seller nor any of the Acquired Aether Entities owns, transfer leases or conveyance; (i) To Seller’s Knowledge, all facilities leased or subleased thereunder have received all approvals uses any property in the United States of governmental authorities (including licenses and permits) required in connection with America other than the operation of its Business and have been operated and maintained in accordance with applicable laws, rules and regulations; and (j) U.S. Leased Real Property. The Real Property Lease Leases listed on Schedule 4.35 set forth all of the agreements, whether written or oral, pursuant to which Seller or any Acquired Aether Party has not been amended or modified an interest in the Leased Real Property. To Seller's Knowledge, no party other than Seller or any Acquired Aether Party (as described on Schedule 2.1 (athe case may be) 1; (k) The has any oral or written right to lease, sublease or otherwise occupy any portion of the Leased Real Property. All rents, license fees and all other monetary obligations, payables and outgoings which have become due and payable by Seller or any Acquired Aether Entity in respect of the U.S. Leased Real Property Lease covering have been paid. Neither Seller nor any Acquired Aether Party owes or will in the premises has a remaining term of at least five (5) years (including future owe any renewal options exercisable by the lessee thereunder); and (l) There are no options brokerage fees with respect to lease or purchase real estate obtained in connection with Seller’s Business or, to Seller’s Knowledge, in or around Seller’s BusinessReal Property Leases.

Real Property Lease. Exhibit "A" to this Agreement lists and describes briefly all real property leased or subleased to or by the Seller in connection with the Acquired Assets. The Seller has delivered to the Purchaser a true, Buyer correct and complete copy copies of the Real Property Lease leases and subleases listed on Schedule 2.1(a) – 1 (which comprises all the leases and/or subleases of immovable property to which Seller is a party or by which it is bound), together with all amendments, addenda and supplements thereto. Schedule 2.1(a) – 1 contains, in respect of Seller’s Real Property Lease, the name and address of the lessor, the street address of the premises leased thereunder, the commencement and termination dates of such Real Property Lease, the monthly rentals payable thereunder, all options to renew, if any, and a description of and reference to the Seller’s rights, if any, to assign such Real Property Lease or terminate such Real Property Lease for any reason other than lessor’s default. Schedule 4.11 sets forth, in respect of Seller’s Real Property Lease(s) and/or Seller’s franchised restaurant, a detailed description of the relevant parking plans, rights and accommodations. Exhibit "A." With respect to such Real Property Leaseeach lease and sublease listed in Exhibit "A," except as otherwise disclosed therein: (ai) The Real Property Lease the lease or sublease is legal, valid, binding and enforceable against Sellerbinding, enforceable, and to Seller’s Knowledge, enforceable against the lessor in full force and any sublessors thereunder in accordance with its termseffect; (bii) there is no guarantee of the lease or sublease by any of the shareholders of the Seller has received no notice that or, to the lessor or Knowledge of the Seller, any sublessor under the Real Property Lease intends to cancel or terminate the Real Property Lease or to exercise or not exercise any option thereunderother third party; (ciii) Except as set forth the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on Schedule 4.11(c), identical terms following the Real Property Lease is assignable to PurchaserClosing; (div) Neither Seller norto the Knowledge of the Seller, to Seller’s Knowledge, any other no party to the Real Property Lease lease or sublease is in breach or defaultdefault thereof in any material respect, and no event has occurred thatwhich, with notice or lapse of time or bothtime, would constitute a breach or default or permit termination, modification modification, or acceleration thereunder; (ev) Neither Seller norto the Knowledge of the Seller, to Seller’s Knowledge, any other no party to the Real Property Lease lease or sublease has repudiated any provision thereof; (fvi) There have been and to the Knowledge of the Seller, there are no disputes, oral agreement(s), temporary waiversagreements, or forbearances forbearance programs in effect as to the Real Property Leaselease or sublease; (gvii) Seller has good title to the leasehold interest under such Real Property Lease free and clear of all Liens except for those listed on Schedule 2.3; (h) Seller has not assigned, pledgedtransferred, transferred conveyed, mortgaged, deeded in trust, or conveyed encumbered any interest in the leasehold under the Real Property Lease and is not aware of any such assignment, transfer or conveyancesubleasehold; (iviii) To Seller’s Knowledge, all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation of its Business thereof and have been operated and maintained in accordance with applicable lawsLaws, rules and regulationswhere the failure to obtain such approvals or comply with applicable Laws would have a Material Adverse Effect; and (jix) The Real Property Lease has not been amended all facilities leased or modified subleased thereunder are supplied with utilities and other than as described on Schedule 2.1 (a) 1; (k) The Real Property Lease covering services necessary for the premises has a remaining term operation of at least five (5) years (including any renewal options exercisable by the lessee thereunder); and (l) There are no options to lease or purchase real estate obtained in connection with Seller’s Business or, to Seller’s Knowledge, in or around Seller’s Businesssaid facilities.

Real Property Lease. Seller has delivered Schedule 3.27 hereto sets forth a complete description of the real property lease related to the Purchaser Company (the “Real Property Lease”) leased or subleased by the Company including the amount of the security deposit, if any, thereunder, a truestreet address, correct legal description, descriptive summary and list of contracts, agreements, leases, subleases, options and commitments, oral or written, including all material contracts, agreements, leases, subleases, options and commitments relating to or affecting such real property or any interests therein to which the Company is a party or is otherwise bound or affected. Sellers have heretofore made available to Buyer a true and complete copy of the Real Property Lease. The Real Property Lease listed is legally valid and binding and in full force and effect, and there have been no written or oral modifications, alterations or amendments of or to the Real Property Lease except as set forth on Schedule 2.1(a) – 1 (which comprises all 3.27. The Company is not in default under any of the leases and/or subleases terms and provisions of immovable property to which Seller is a party or by which it is bound), together with all amendments, addenda and supplements thereto. Schedule 2.1(a) – 1 contains, in respect of Seller’s the Real Property Lease, and to the name and address of the lessorSellers’ Knowledge, the street address landlord under the Real Property Lease is not in default of any of its obligations thereunder. To the premises leased thereunderSellers’ Knowledge, there are no defaults, offsets, counterclaims or defenses under the commencement and termination dates of such Real Property Lease, and no Seller has received any notice of any default, offset, counterclaim or defense under any of the monthly rentals payable thereunderReal Property Lease. As of Closing, all options to renew, if anythere will be no agreements in place, and a description binding upon Buyer, regarding the payment of and reference any leasing commissions to any party with respect to the Seller’s rights, if any, to assign such Real Property Lease or terminate such Real Property Lease for any reason other than lessor’s default. Schedule 4.11 sets forth, in respect of Seller’s Real Property Lease(s) and/or Seller’s franchised restaurant, a detailed description of the relevant parking plans, rights and accommodationsLease. With respect to such the Real Property Lease: (a) The No amount payable under the Real Property Lease is legal, valid, binding and enforceable against Seller, and to Seller’s Knowledge, enforceable against the lessor and any sublessors thereunder in accordance with its termspast due; (b) The Company has complied with all material commitments and obligations on its part to be performed or observed under the Real Property Lease; (c) No Seller has received no any notice that the lessor of default (other than defaults which have been waived or any sublessor cured) under the Real Property Lease intends or any other communication calling upon Seller to cancel or terminate comply with any provision of the Real Property Lease or to exercise asserting noncompliance and, except for events, and conditions which have been waived or not exercise any option thereunder;cured; and (cd) Except as set forth on Schedule 4.11(c)3.27, there does not exist any security interest, lien, encumbrance or claim of others (excluding the Real Property Lease is assignable lessor) created or suffered to Purchaser; (d) Neither Seller nor, to Seller’s Knowledge, any other party to exist on the Real Property Lease is in breach or default, and no event has occurred that, with notice or lapse of time or both, would constitute a breach or default or permit termination, modification or acceleration thereunder; (e) Neither Seller nor, to Seller’s Knowledge, any other party to the Real Property Lease has repudiated any provision thereof; (f) There have been and there are no disputes, oral agreement(s), temporary waivers, or forbearances in effect as to leasehold interest created under the Real Property Lease; (g) Seller . The Company has good and valid title to the leasehold interest estate under such the Real Property Lease Lease, free and clear of all Liens except for those listed on Schedule 2.3; (h) Seller has not assigned, pledged, transferred or conveyed any interest in the leasehold under the Real Property Lease and is not aware of any such assignment, transfer or conveyance; (i) To Seller’s Knowledge, all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation of its Business and have been operated and maintained in accordance with applicable laws, rules and regulations; and (j) The Real Property Lease has not been amended or modified other than as described on Schedule 2.1 (a) 1; (k) The Real Property Lease covering the premises has a remaining term of at least five (5) years (including any renewal options exercisable by the lessee thereunder); and (l) There are no options to lease or purchase real estate obtained in connection with Seller’s Business or, to Seller’s Knowledge, in or around Seller’s Businessliens.