Common use of Real Property Leases Clause in Contracts

Real Property Leases. Section 3.15 of the Parent Disclosure Schedule lists all real property leased or subleased to or by the Parent or any of its Subsidiaries and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Parent has delivered or made available to the Company complete and accurate copies of the leases and subleases listed in Section 3.15 of the Parent Disclosure Schedule. With respect to each lease and sublease listed in Section 3.15 of the Parent Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Parent nor any of its Subsidiaries nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time or otherwise, would constitute a breach or default by the Parent or any of its Subsidiaries or, to the knowledge of the Parent, any other party under such lease or sublease; (d) neither the Parent nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; and (e) to the knowledge of the Parent, there is no Security Interest, easement, covenant or other restriction applicable to the real property subject to such lease, except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Parent or any of its Subsidiaries of the property subject thereto.

Real Property Leases. Section Schedule 3.15 of the Parent Disclosure Schedule lists all real property leased or subleased to or by the Parent or any of its Subsidiaries Parent Subsidiary and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Parent has delivered or made available to the Company complete and accurate copies of the leases and subleases listed in Section Schedule 3.15 of the Parent Disclosure Schedule. With respect to each lease and sublease listed in Section Schedule 3.15 of the Parent Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effecteffect and all rent due and payable thereunder has been paid; (b) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Parent nor any of its Subsidiaries Parent Subsidiary nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time time, or otherwise, would constitute a breach or default by the Parent or any of its Subsidiaries Parent Subsidiary or, to the knowledge of the Parent, any other party under such lease or sublease; (d) neither the Parent nor any of its Subsidiaries Parent Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; and (e) to the knowledge Parent is not aware of the Parent, there is no any Security Interest, easement, covenant or other restriction applicable to the real property subject to such lease, except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Parent or any of its Subsidiaries a Parent Subsidiary of the property subject thereto.

Real Property Leases. Section 3.15 of the The Parent Disclosure Schedule lists SEC Reports disclose all real property leased or subleased to or by the Parent or any of its Subsidiaries and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Parent has delivered or made available to the Company complete and accurate copies of the leases and subleases listed disclosed in Section 3.15 of the Parent Disclosure ScheduleSEC Reports. With respect to each such lease and sublease listed in Section 3.15 of the Parent Disclosure Schedulesublease: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, and the Closing will not, after the giving of notice, with lapse of time, or otherwise, result in a breach or default by the Parent or any of its Subsidiaries or, to the knowledge of the Parent, any other party under such lease or sublease; (c) neither the Parent nor any of its Subsidiaries nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time or otherwise, would constitute a breach or default by the Parent or any of its Subsidiaries or, to the knowledge of the Parent, any other party under such lease or sublease; (d) neither the Parent nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; and (e) to the knowledge of the Parent, there is no Security Interest, easement, covenant or other restriction applicable to the real property subject to such lease, except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Parent or any of its Subsidiaries of the property subject thereto.

Real Property Leases. Section 3.15 of the Parent Disclosure Schedule lists all real property leased or subleased to or by the Parent or any of its Subsidiaries and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Parent has delivered or made available to the Company complete and accurate copies of the leases and subleases listed in Section 3.15 of the Parent Disclosure Schedule. With respect to each lease and sublease listed in Section 3.15 of the Parent Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease will continue not, as a result of the execution and delivery by the Parent of this Agreement or the consummation by the Parent of the transactions contemplated hereby, cease to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, and the Closing will not, after the giving of notice, with lapse of time, or otherwise, result in a breach or default by the Parent or any of its Subsidiaries or, to the knowledge of the Parent, any other party under such lease or sublease; (c) neither the Parent nor any of its Subsidiaries nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time or otherwise, would constitute a breach or default by the Parent or any of its Subsidiaries or, to the knowledge of the Parent, any other party under such lease or sublease; (d) neither the Parent nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; and (e) to the knowledge of the Parent, there is no Security Interest, easement, covenant or other restriction applicable to the real property subject to such lease, except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Parent or any of its Subsidiaries of the property subject thereto.

Real Property Leases. Section 3.15 of the Parent Acquiror Disclosure Schedule lists all real property leased or subleased to or by the Parent Acquiror or any of its Subsidiaries Acquiror Subsidiary and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Parent Acquiror has delivered or made available to the Company Acquiree complete and accurate copies of the leases and subleases listed in Section 3.15 of the Parent Acquiror Disclosure Schedule. With respect to each lease and sublease listed in Section 3.15 of the Parent Acquiror Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Parent Acquiror nor any of its Subsidiaries Acquiror Subsidiary nor, to the knowledge of the ParentAcquiror, any other party, is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or, to the knowledge of the ParentAcquiror, is threatened, which, after the giving of notice, with lapse of time time, or otherwise, would constitute a breach or default by the Parent Acquiror or any of its Subsidiaries Acquiror Subsidiary or, to the knowledge of the ParentAcquiror, any other party under such lease or sublease; (d) neither the Parent Acquiror nor any of its Subsidiaries Acquiror Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; and (e) to the knowledge Acquiror is not aware of the Parent, there is no any Security Interest, easement, covenant or other restriction applicable to the real property subject to such lease, except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Parent Acquiror or any of its Subsidiaries Acquiror Subsidiary of the property subject thereto.

Real Property Leases. Section 3.15 of the Parent Disclosure Schedule lists all real property leased or subleased to or by the Parent or any of its Subsidiaries and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Parent has delivered or made available to the Company complete and accurate copies of the leases and subleases listed in Section 3.15 of the Parent Disclosure Schedule. With respect to each lease and sublease listed in Section 3.15 of the Parent Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Parent nor any of its Subsidiaries nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time time, or otherwise, would constitute a breach or default by the Parent or any of its Subsidiaries or, to the knowledge of the Parent, any other party under such lease or sublease; (d) neither the Parent nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; and (e) to the knowledge of the Parent, there is no Security Interest, easement, covenant or other restriction applicable to the real property subject to such lease, except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Parent or any of its Subsidiaries of the property subject thereto.

Real Property Leases. Section 3.15 3.16 of the Parent Disclosure Schedule lists all real property leased or subleased to or by the Parent or any of its Subsidiaries and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Parent has delivered or made available to the Company complete and accurate copies of the leases and subleases listed in Section 3.15 3.16 of the Parent Disclosure Schedule. With respect to each lease and sublease listed in Section 3.15 3.16 of the Parent Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, and the Closing will not, after the giving of notice, with lapse of time, or otherwise, result in a breach or default by the Parent or any of its Subsidiaries or, to the knowledge of the Parent, any other party under such lease or sublease; (c) neither the Parent nor any of its Subsidiaries nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time or otherwise, would constitute a breach or default by the Parent or any of its Subsidiaries or, to the knowledge of the Parent, any other party under such lease or sublease; (d) neither the Parent nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; and (e) to the knowledge of the Parent, there is no Security Interest, easement, covenant or other restriction applicable to the real property subject to such lease, except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Parent or any of its Subsidiaries of the property subject thereto.

Real Property Leases. Section 3.15 of the Parent Disclosure Schedule lists all real property leased or subleased to or by the Parent or any of its Subsidiaries and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Parent has delivered or made available to the Company complete and accurate copies of the leases and subleases listed in Section 3.15 of the Parent Disclosure Schedule. With respect to each lease and sublease listed in Section 3.15 of the Parent Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Parent nor any of its Subsidiaries nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time or otherwise, would constitute a breach or default by the Parent or any of its Subsidiaries or, to the knowledge of the Parent, any other party under such lease or sublease; (d) neither the Parent nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; and (e) to the knowledge of the Parent, there is no Security Interestsecurity interest, easement, covenant or other restriction applicable to the real property subject to such lease, except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Parent or any of its Subsidiaries of the property subject thereto.

Real Property Leases. Section 3.15 2.12 of the Parent Disclosure Schedule lists all real property leased or subleased to or by the Parent Acquiree or any of its Subsidiaries Acquiree Subsidiary and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Parent Acquiree has delivered or made available to the Company Acquiror complete and accurate copies of the leases and subleases listed in Section 3.15 2.12 of the Parent Disclosure Schedule. With respect to each lease and sublease listed in Section 3.15 2.12 of the Parent Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Parent Acquiree nor any of its Subsidiaries Acquiree Subsidiary nor, to the knowledge of the ParentAcquiree, any other party, is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or, to the knowledge of the ParentAcquiree, is threatened, which, after the giving of notice, with lapse of time time, or otherwise, would constitute a breach or default by the Parent Acquiree or any of its Subsidiaries Acquiree Subsidiary or, to the knowledge of the ParentAcquiree, any other party under such lease or sublease; (d) neither the Parent Acquiree nor any of its Subsidiaries Acquiree Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; and (e) to the knowledge of Acquiree and the ParentAcquiree Stockholders, there is no Security Interest, easement, covenant or other restriction applicable to the real property subject to such lease, except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Parent Acquiree or any of its Subsidiaries Acquiree Subsidiary of the property subject thereto.

Real Property Leases. Section 3.15 3.1(k) of the Parent Disclosure Schedule lists all real property leased or subleased to or by the Parent Company or any of its Subsidiaries Subsidiary (and lists each lease and sublease with respect thereto) and lists the base term of such lease, any extension and expansion options, lease and the base rent payable thereunder. Except as set forth in Section 3.1(k) of the Disclosure Schedule, there is no other real property used in connection with the operation of the Business. The Parent Company has delivered or made available to the Company Alloy complete and accurate copies of the leases and subleases (each as amended to date) listed in Section 3.15 3.1(k) of the Parent Disclosure Schedule. With respect to each lease and sublease listed in Section 3.15 3.1(k) of the Parent Disclosure Schedule: : (ai) the each such lease or sublease is legal, valid, binding, enforceable and in full force and effect; ; (bii) except as set forth in Section 3.1(k) of the Disclosure Schedule, each such lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; ; (ciii) except as set forth in Section 3.1(k) of the Disclosure Schedule, neither the Parent Company nor any of its Subsidiaries either Subsidiary nor, to the knowledge of the Sellers and Parent, any other party, is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or, to the knowledge of the Sellers and Parent, is threatened, which, after the giving of notice, with lapse of time time, or otherwise, would constitute a breach or default by the Parent Company or any of its Subsidiaries either Subsidiary or, to the knowledge of the Sellers and Parent, any other party under such lease or sublease; ; (div) neither the Parent Company nor any of its Subsidiaries either Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the any leasehold or subleasehold; and and (ev) to the knowledge neither any Seller nor Parent is aware of the Parent, there is no Security Interestany Encumbrance, easement, covenant or other restriction applicable to the real property subject to any such leaselease or sublease, except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Parent Company or any of its Subsidiaries a Subsidiary of the property subject thereto.

Real Property Leases. As of the date of this Agreement, Parent does not own any real property. Section 3.15 3.25 of the Parent Disclosure Schedule lists sets forth all real property leased leases or subleased subleases to or by the Parent or any of its Subsidiaries and lists Parent, including the term of such lease, any extension and expansion options, options and the rent payable thereunderunder it. The Parent has delivered or made available to the Company Raven true, complete and accurate correct copies of the leases and subleases (as amended to date) listed in Section 3.15 3.25 of the Parent Disclosure Schedule. With respect to each lease and sublease listed in Section 3.15 3.25 of the Parent Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease effect and will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing Effective Time of Merger I in accordance with the terms thereof as in effect immediately prior to the ClosingEffective Time of Merger I; (cb) neither the Parent nor any of its Subsidiaries nor, to the knowledge of the Parent, any other party, is not in material breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time time, or otherwise, would constitute a material breach or default by the Parent or any of its Subsidiaries or, to the knowledge of the Parent, any other party under such lease or sublease; (dc) neither the Parent nor any of its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold any lease or subleaseholdsublease; and (ed) to the knowledge of the Parentthere are no liens, there is no Security Interesteasements, easement, covenant covenants or other restriction restrictions applicable to the real property subject to such lease, except for recorded easements, covenants and other restrictions which do not materially impair the current uses intended use or the occupancy by the Parent or any of its Subsidiaries of the property subject thereto.

Real Property Leases. After giving effect to the Split-Off, Section 3.15 of the Parent Disclosure Schedule lists all real property leased or subleased to or by the Parent or any of its Subsidiaries and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Parent has delivered or made available to the Company complete and accurate copies of the leases and subleases listed in Section 3.15 of the Parent Disclosure Schedule. With respect to each lease and sublease listed in Section 3.15 of the Parent Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Parent nor any of its Subsidiaries nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time or otherwise, would constitute a breach or default by the Parent or any of its Subsidiaries or, to the knowledge of the Parent, any other party under such lease or sublease; (d) neither the Parent nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; and (e) to the knowledge of the Parent, there is no Security Interest, easement, covenant or other restriction applicable to the real property subject to such lease, except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Parent or any of its Subsidiaries of the property subject thereto.

Real Property Leases. Section 3.15 of the Parent Disclosure Schedule lists all real property leased or subleased to or by the Parent or any of its Subsidiaries and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Parent has delivered or made available to the Company complete and accurate copies of the leases and subleases listed in Section 3.15 of the Parent Disclosure Schedule. With respect to each lease and sublease listed in Section 3.15 of the Parent Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, and the Closing will not, after the giving of notice, with lapse of time, or otherwise, result in a breach or default by Parent or any of its Subsidiaries or, to the knowledge of Parent, any other party under such lease or sublease; (c) neither the Parent nor any of its Subsidiaries nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time or otherwise, would constitute a breach or default by the Parent or any of its Subsidiaries or, to the knowledge of the Parent, any other party under such lease or sublease; (d) neither the Parent nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; and (e) to the knowledge of the Parent, there is no Security Interest, easement, covenant or other restriction applicable to the real property subject to such lease, except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Parent or any of its Subsidiaries of the property subject thereto.

Real Property Leases. Section 3.15 of the Parent Pubco Disclosure Schedule lists all real property leased or subleased to or by the Parent Pubco or any of its Subsidiaries Pubco Subsidiary and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Parent Pubco has delivered or made available to the Company Raditaz complete and accurate copies of the leases and subleases listed in Section 3.15 of the Parent Pubco Disclosure Schedule. With respect to each lease and sublease listed in Section 3.15 of the Parent Pubco Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Parent Pubco nor any of its Subsidiaries Pubco Subsidiary nor, to the knowledge of the ParentPubco, any other party, is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or, to the knowledge of the ParentPubco, is threatened, which, after the giving of notice, with lapse of time time, or otherwise, would constitute a breach or default by the Parent Pubco or any of its Subsidiaries Pubco Subsidiary or, to the knowledge of the ParentPubco, any other party under such lease or sublease; (d) neither the Parent Pubco nor any of its Subsidiaries Pubco Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; and (e) to the knowledge Pubco is not aware of the Parent, there is no any Security Interest, easement, covenant or other restriction applicable to the real property subject to such lease, except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Parent Pubco or any of its Subsidiaries Pubco Subsidiary of the property subject thereto.

Real Property Leases. Section 3.15 3.24 of the Parent Disclosure Schedule lists sets forth all real property leased leases or subleased subleases or license agreements for the use of real property to or by the Parent or any of its Subsidiaries and lists Subsidiaries, including the term of such lease, any extension and expansion options, options and the rent payable thereunderunder it. The Parent has delivered or made available to the Company true, complete and accurate correct copies of the leases and subleases (as amended to date) listed in Section 3.15 3.24 of the Parent Disclosure Schedule. Schedule With respect to each lease and sublease agreement listed in Section 3.15 3.24 of the Parent Disclosure Schedule: (a) the lease or sublease agreement is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease effect and will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (cb) neither the Parent nor any of its Subsidiaries nor, to the knowledge of the Parent, any other party, is in breach or violation of, or default under, any such lease or subleaseagreement, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time time, or otherwise, would constitute a breach or default by the Parent or any of its Subsidiaries or, to the knowledge of the Parent, any other party under such lease or subleaseagreement; (dc) except as set forth in Section 3.24(c) of the Parent Disclosure Schedule, neither the Parent nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold any lease, sublease or subleasehold; andlicense; (ed) to the knowledge of the Parentthere are no Liens, there is no Security Interesteasements, easement, covenant covenants or other restriction restrictions applicable to the real property subject to such lease, except for recorded easements, covenants and other restrictions which do not materially impair the current uses Intended Use or the occupancy by the Parent or any of its Subsidiaries of the property subject thereto.

Real Property Leases. Parent has never owned any real property. Section 3.15 3.22 of the Parent Disclosure Schedule lists sets forth, as of the date of this Agreement, all real property leased leases or subleased subleases to or by the Parent or any of its Subsidiaries and lists Parent, including the term of such lease, any extension and expansion options, options and the rent payable thereunderunder it. The Parent has delivered or made available to the Company true, complete and accurate correct copies of the leases and subleases (as amended to date) listed in Section 3.15 3.22 of the Parent Disclosure Schedule. With respect to each lease and sublease listed in Section 3.15 3.22 of the Parent Disclosure Schedule:, (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease effect and will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing Effective Time of Merger II in accordance with the terms thereof as in effect immediately prior to the ClosingEffective Time of Merger I; (cb) neither the Parent nor any of its Subsidiaries nor, to the knowledge of the Parent, any other party, is not in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or, to the knowledge of the Parent, is threatened, which, after the giving of notice, with lapse of time time, or otherwise, would constitute a breach or default by the Parent or any of its Subsidiaries or, to the knowledge of the Parent, any other party under such lease or sublease; (dc) neither the Parent nor any of its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold any lease or subleaseholdsublease; and (ed) to the knowledge of the Parentthere are no liens, there is no Security Interesteasements, easement, covenant covenants or other restriction restrictions applicable to the real property subject to such lease, except for recorded easements, covenants and other restrictions which do not materially impair the current uses intended use or the occupancy by the Parent or any of its Subsidiaries of the property subject thereto.

Real Property Leases. Section 3.15 of the Parent Purchaser Disclosure Schedule lists all real property leased or subleased to or by the Parent Purchaser or any of its Subsidiaries Purchaser Subsidiary and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Parent Purchaser has delivered or made available to the Company Acquiree complete and accurate copies of the leases and subleases listed in Section 3.15 of the Parent Purchaser Disclosure Schedule. With respect to each lease and sublease listed in Section 3.15 of the Parent Purchaser Disclosure Schedule: (a) to the knowledge of Purchaser, the past and present officers, directors and Affiliates of Purchaser, the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) to the knowledge of Purchaser, the past and present officers, directors and Affiliates of Purchaser, the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Parent nor any of its Subsidiaries nor, to the knowledge of Purchaser, the Parentpast and present officers, directors and Affiliates of Purchaser, neither Purchaser nor any other party, Purchaser Subsidiary is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or, to the knowledge of the ParentPurchaser, is threatened, which, after the giving of notice, with lapse of time time, or otherwise, would constitute a breach or default by the Parent Purchaser or any of its Subsidiaries Purchaser Subsidiary or, to the knowledge of the ParentPurchaser, any other party under such lease or sublease; (d) neither the Parent Purchaser nor any of its Subsidiaries Purchaser Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; and (e) to the knowledge Purchaser is not aware of the Parent, there is no any Security Interest, easement, covenant or other restriction applicable to the real property subject to such lease, except for recorded easements, covenants and other restrictions which do not materially impair the current uses or the occupancy by the Parent Purchaser or any of its Subsidiaries Purchaser Subsidiary of the property subject thereto.

Real Property Leases. Section 3.15 of the Parent (a) The Company Disclosure Schedule lists all real property leased or subleased to or by the Parent or any of its Subsidiaries Leases and lists the term of each such leaseLease, whether such Lease contains any extension and expansion options, and the annual rent payable thereunder, the amount of any security deposit paid with respect to such Lease and whether any increases in rents payable under such Lease are contemplated by the terms of such Lease. The Parent Company has delivered or made available to the Company Parent true, correct and complete and accurate copies of the leases and subleases listed in Section 3.15 of the Parent Disclosure ScheduleLeases. With respect to each lease and sublease listed in Section 3.15 of the Parent Disclosure ScheduleLease: (ai) the lease or sublease such Lease is in full force and effect and is legal, valid, binding, and enforceable against the Company or the Subsidiary and, to the knowledge of the Company, each of the other parties thereto and in full force with respect to any Lease between the Company and effectany Affiliate of the Company, the base rent and any other amounts payable under each Lease are consistent with the fair market lease rates and terms for comparable facilities; (bii) except as set forth in the lease or sublease Company Disclosure Schedule, such Lease will continue to be legal, valid, binding, binding and enforceable and in full force and effect against the Company immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (ciii) except as set forth in the Company Disclosure Schedule, no consent or approval is required with respect to the transactions contemplated hereby from the other parties to any Lease of real property, no material filing with any Governmental Entity is required in connection therewith and, to the extent that any such consent or filing is required, the Company or the Subsidiary shall obtain or complete such consent or filing prior to the Closing; (iv) neither the Parent Company nor any of its Subsidiaries the Subsidiary nor, to the knowledge of the ParentCompany, any other party, is in breach or violation of, or default under, any such lease or subleaseLease in any material respect, and no event act or omission has occurred, and no condition exists, is pending or, to the knowledge of the ParentCompany, is threatened, which, after the giving of notice, with the lapse of time time, or otherwise, would constitute a breach or default in any material respect by the Parent Company or any of its Subsidiaries the Subsidiary or, to the knowledge of the ParentCompany, any other party under such lease or subleaseLease; (dv) to the knowledge of the Company, there are no disputes, oral agreements or forbearance programs in effect as to such Lease; (vi) neither the Parent Company nor any of its Subsidiaries the Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the any leasehold or subleasehold; and; (evii) to the knowledge of the ParentCompany, there is all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; and (viii) the Company has no knowledge of any Security Interest, easement, covenant or other restriction applicable to the real property subject to such lease, except for recorded easements, covenants and other restrictions lease which do not would reasonably be expected to materially impair the current uses or the occupancy by the Parent Company or any of its Subsidiaries the Subsidiary of the property subject thereto. (b) Except as set forth in the Company Disclosure Schedule, to the knowledge of the Company, there are no defects in the physical condition of any land, buildings or improvements constituting Leased Real Property which are material to the use of such Leased Real Property including, without limitation, structural elements, mechanical systems, parking and loading areas, and all such buildings and improvements are in good operating repair and condition subject to normal wear and tear and is suitable for the purposes for which it is used.