Common use of Real Property; Leasehold Clause in Contracts

Real Property; Leasehold. (a) Neither Advaxis nor any of its Subsidiaries owns any real property. Except as would not reasonably be expected to have, individually or in the aggregate, an Advaxis Material Adverse Effect, (i) each lease, sublease, license, concession and other agreement under which Advaxis or its Subsidiaries lease, sublease, use or occupy the real property leased, subleased, licensed or otherwise occupied by Advaxis or any of its Subsidiaries, including all material amendments, modifications, extensions and guaranties relating thereto (each, an “Advaxis Lease” and such real property, the “Advaxis Leased Real Property”) is a valid and binding obligation on Advaxis and such of its Subsidiaries party thereto and, to the Knowledge of Advaxis, each other party thereto and is in full force and effect and enforceable in accordance with its terms (except that (A) such enforcement may be subject to the Bankruptcy and Equity Exception and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought), (ii) there is no breach or default under any Advaxis Lease by Advaxis or any of its Subsidiaries or, to the Knowledge of Advaxis, any other party thereto, (iii) no event has occurred which, with notice, lapse of time or both, would constitute a default under any Advaxis Lease by any of Advaxis or its Subsidiaries and (iv) Advaxis or one of its Subsidiaries that is either the tenant, subtenant or licensee named under the Advaxis Lease has a good and valid leasehold interest in each Advaxis Leased Real Property which is subject to an Advaxis Lease and is in possession of such Advaxis Leased Real Property.

Real Property; Leasehold. CGI does not own any real property or any interest in real property, except for the leaseholds created under the real property leases identified in Part 3.7 of the CGI Disclosure Schedule (each, a “CGI Real Property Lease”) (a) Neither Advaxis as to which CGI has made available to the Company true, correct and complete copies of all such leases, including all amendments, extensions, renewals, guaranties and other agreements with respect thereto, (b) which are in full force and effect, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) in respect of which CGI is not in default (nor has any event, occurrence, condition or act occurred which, with the giving of its Subsidiaries owns notice, the lapse of time or the happening of any real propertyother event or condition, would become a default). Except as CGI enjoys peaceful and undisturbed possession of the premises that is the subject of each CGI Real Property Lease (individually and collectively, a “CGI Leased Real Property”), and has not granted any occupancy rights therein to any subtenants, licensees or any other Person. CGI has an enforceable leasehold interest in all CGI Leased Real Property, in each case subject only to Liens that have not had, and would not reasonably be expected to haveresult in, individually or in the aggregate, an Advaxis a CGI Material Adverse Effect. With respect to each CGI Real Property Lease, all rents and additional rents due have been paid and no waiver, forbearance or postponement of the lessee’s obligations has been granted by the lessor. CGI has not received written notice from its landlords or any Governmental Body that: (i) each leaserelates to violations of building, subleasezoning, license, concession and other agreement under which Advaxis safety or its Subsidiaries lease, sublease, use fire ordinances or occupy the real property leased, subleased, licensed or otherwise occupied by Advaxis or any of its Subsidiaries, including all material amendments, modifications, extensions and guaranties relating thereto (each, an “Advaxis Lease” and such real property, the “Advaxis Leased Real Property”) is a valid and binding obligation on Advaxis and such of its Subsidiaries party thereto and, to the Knowledge of Advaxis, each other party thereto and is in full force and effect and enforceable in accordance with its terms (except that (A) such enforcement may be subject to the Bankruptcy and Equity Exception and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought), regulations; (ii) there is no breach claims any defect or default under any Advaxis Lease by Advaxis or deficiency with respect to any of its Subsidiaries or, to the Knowledge of Advaxis, any other party thereto, such properties; (iii) no event has occurred whichrequests the performance of any repairs, with notice, lapse of time alterations or both, would constitute a default under any Advaxis Lease by any of Advaxis other work to such properties; or its Subsidiaries and (iv) Advaxis relates to any eminent domain, condemnation, or one similar proceeding pending or threatened against all or any portion of its Subsidiaries that is either the tenant, subtenant or licensee named under the Advaxis Lease has a good and valid leasehold interest in each Advaxis Leased Real Property which is subject to an Advaxis Lease and is in possession of such Advaxis any CGI Leased Real Property.

Real Property; Leasehold. (a) Neither Advaxis Biosight nor any of its Subsidiaries owns any real property. Except as would not reasonably be expected to have, individually or in the aggregate, an Advaxis a Biosight Material Adverse Effect, (i) each lease, sublease, license, concession and other agreement under which Advaxis Biosight or its Subsidiaries lease, sublease, use or occupy the real property leased, subleased, licensed or otherwise occupied by Advaxis Biosight or any of its Subsidiaries, including all material amendments, modifications, extensions and guaranties relating thereto (each, an “Advaxis Biosight Lease” and such real property, the “Advaxis Biosight Leased Real Property”) is a valid and binding obligation on Advaxis Biosight and such of its Subsidiaries party thereto and, to the Knowledge of AdvaxisBiosight, each other party thereto and is in full force and effect and enforceable in accordance with its terms (except that (A) such enforcement may be subject to the Bankruptcy and Equity Exception and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought), (ii) there is no breach or default under any Advaxis Biosight Lease by Advaxis Biosight or any of its Subsidiaries or, to the Knowledge of AdvaxisBiosight, any other party thereto, (iii) no event has occurred which, with notice, lapse of time or both, would constitute a default under any Advaxis Biosight Lease by any of Advaxis Biosight or its Subsidiaries and (iv) Advaxis Biosight or one of its Subsidiaries that is either the tenant, subtenant or licensee named under the Advaxis Biosight Lease has a good and valid leasehold interest in each Advaxis Biosight Leased Real Property which is subject to an Advaxis a Biosight Lease and is in possession of such Advaxis Biosight Leased Real Property.

Real Property; Leasehold. (a) Neither Advaxis nor The Acquired Companies do not own any of its Subsidiaries owns real property and since January 1, 2019 have not owned any real property. Except as would , and the Acquired Companies do not reasonably be expected own or possess any interest, right, license or title in or to haveany real property, individually or in except for the aggregate, an Advaxis Material Adverse Effect, (i) each lease, sublease, license, concession and other agreement leaseholds created under which Advaxis or its Subsidiaries lease, sublease, use or occupy the real property leased, subleased, licensed or otherwise occupied by Advaxis or any of its Subsidiaries, including all material amendments, modifications, extensions and guaranties relating thereto leases (each, an “Advaxis Lease” and such real property, the “Advaxis Real Property Leases”) for the properties identified in Schedule 2.9 (the “Leased Real Property”). Schedule 2.9 states forth with respect to each Leased Real Property: (i) is name of lessee, (ii) address of the Leased Real Property, (iii) name of the lessor, and (iv) the lessor’s city, state and zip code. The Acquired Companies are in material compliance with such Real Property Leases, and have a valid and binding obligation on Advaxis subsisting leasehold interest in all Leased Real Property, in each case free and such clear of its Subsidiaries party thereto all Liens, other than Permitted Encumbrances. The Acquired Companies have not granted any other Person the right to occupy or use any Leased Real Property, and, to the Knowledge of Advaxisthe Company, each no Person has a right to occupy such Leased Real Property other party thereto and is in full force and effect and enforceable in accordance with its terms than the Acquired Companies. There are no written or oral subleases, licenses, concessions, occupancy agreements or other Contracts granting to any other Person the right of use or occupancy of any Leased Real Property. The Acquired Companies have not received written notice of (except that (Ai) such enforcement may be subject default, or intention to the Bankruptcy and Equity Exception and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which terminate or not renew, any proceedings therefor may be brought), Real Property Lease or (ii) there is no breach any eminent domain, condemnation or default under any Advaxis Lease by Advaxis similar Legal Proceeding pending or threatened, against all or any portion of its Subsidiaries orany Leased Real Property, and, to the Knowledge of Advaxisthe Company, none of the foregoing has been threatened in writing. Neither the operations of the Acquired Companies on the Leased Real Property, nor the Leased Real Property or the buildings and structures comprising or appurtenant to the Leased Real Property, violate in any material manner any applicable building code, zoning requirement, or classification or similar Law relating to the particular property or such operations, and the Leased Real Property and its current use, occupancy, and operation by the Acquired Companies and the buildings and other improvements that are part of or appurtenant to the Leased Real Property do not (A) constitute a nonconforming (other than legal nonconforming) use or structure under, and are not in material violation of, any applicable building, zoning, subdivision, or other land use or similar Laws, or (B) encroach upon any real property of, or easement held by, any other party thereto, (iii) no event has occurred which, with notice, lapse of time or both, would constitute Person in a default under any Advaxis Lease by any of Advaxis or its Subsidiaries and (iv) Advaxis or one of its Subsidiaries manner that is either not otherwise permitted. The buildings, structures, equipment and improvements that are part of or are an appurtenance to the tenantLeased Real Property, subtenant are in good operating condition and repair (ordinary wear and tear excepted) in all material respects, supplied with utilities necessary and otherwise suitable for the conduct of the business as presently conducted therein. During the past three years there has been no material destruction, damage or licensee named under casualty with respect to the Advaxis Lease has a good and valid leasehold interest in each Advaxis Leased Real Property which is subject to an Advaxis Lease and is in possession of such Advaxis other than as set forth on Schedule 2.9, the building located on the Leased Real PropertyProperty and any improvements appurtenant thereto, which have not been fully repaired and restored.

Real Property; Leasehold. (a) Neither Advaxis Arq nor any of its Subsidiaries owns own nor have ever owned any real property. Except Arq has made available to ADES (a) an accurate and complete list of all real properties with respect to which Arq or its Subsidiaries directly or indirectly holds a valid leasehold interest as well as any other real estate that is in the possession of or leased by Arq or its Subsidiaries, and (b) copies of all leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) under which any such real property is possessed (the “Arq Real Estate Leases”), each of which is in full force and effect and is legal, valid and binding on each party thereto. To the Knowledge of Arq, there is no existing material default under any Arq Real Estate Lease by any party thereto and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Arq Real Estate Lease. Arq’s and its Subsidiaries’ use and operation of each such leased property conforms to all applicable Laws in all material respects, and Arq or its Subsidiaries, as applicable, has exclusive possession of each such leased property and has not granted any occupancy rights to tenants or licensees with respect to such leased property. In addition, each such leased property is free and clear of all Encumbrances other than Permitted Encumbrances. Neither Arq nor its Subsidiaries has received written notice from its landlords or any Governmental Body that: (i) relates to violations of building, zoning, safety or fire ordinances or regulations; (ii) claims any defect or deficiency with respect to any of such properties; or (iii) requests the performance of any repairs, alterations or other work to such properties. Arq’s or its Subsidiaries’, as applicable, possession and quiet enjoyment of the leased real property under each Arq Real Estate Lease has not been disturbed, and to the Knowledge of Arq, there are no material disputes with respect to any Arq Real Estate Lease. Neither Arq nor its Subsidiaries have collaterally assigned or granted any other security interest in any Arq Real Estate Lease or any interest therein that would reasonably be expected to havebe, individually or in the aggregate, an Advaxis Material Adverse Effect, (i) each lease, sublease, license, concession material to Arq and other agreement under which Advaxis or its Subsidiaries lease, sublease, use or occupy the real property leased, subleased, licensed or otherwise occupied by Advaxis or any of its Subsidiaries, including all material amendments, modifications, extensions and guaranties relating thereto (each, an “Advaxis Lease” and such real property, the “Advaxis Leased Real Property”) is taken as a valid and binding obligation on Advaxis and such of its Subsidiaries party thereto and, to the Knowledge of Advaxis, each other party thereto and is in full force and effect and enforceable in accordance with its terms (except that (A) such enforcement may be subject to the Bankruptcy and Equity Exception and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought), (ii) there is no breach or default under any Advaxis Lease by Advaxis or any of its Subsidiaries or, to the Knowledge of Advaxis, any other party thereto, (iii) no event has occurred which, with notice, lapse of time or both, would constitute a default under any Advaxis Lease by any of Advaxis or its Subsidiaries and (iv) Advaxis or one of its Subsidiaries that is either the tenant, subtenant or licensee named under the Advaxis Lease has a good and valid leasehold interest in each Advaxis Leased Real Property which is subject to an Advaxis Lease and is in possession of such Advaxis Leased Real Propertywhole.