Common use of Real Property Leases Clause in Contracts

Real Property Leases. Section 2.12 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable thereunder. The Seller has delivered to the Buyer complete and accurate copies of the Leases. With respect to each Lease and except as set forth in Section 2.12 of the Disclosure Schedule: (a) such Lease is legal, valid, binding, enforceable and in full force and effect; (b) such Lease is assignable by the Seller to the Buyer without the consent or approval of any party and such Lease 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 Seller nor, to the knowledge of the Seller, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the knowledge of the Seller, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or default by the Seller or, to the knowledge of the Seller, any other party under such Lease; (d) the Seller is not a party to any dispute, oral agreement or forbearance program as to such Lease, and to Seller's knowledge no other person is party to such dispute, oral agreement or forbearance program relating to or affecting the Lease; (e) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) to the knowledge of the Seller, all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; and (g) the Seller is not aware of any Security Interest, easement, covenant or other restriction applicable to the real property subject to such Lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller of the property subject thereto.

Real Property Leases. Section 2.12 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable thereunder. The Seller has delivered to the Buyer complete and accurate copies of the Leases. With respect to each Lease and except as set forth in Section 2.12 of the Disclosure ScheduleLease: (a) such Lease is legal, valid, binding, enforceable and in full force and effect; (b) such Lease is assignable by the Seller to the Buyer without the consent or approval of any party (except as set forth in Section 2.4 of the Disclosure Schedule) and such Lease 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 Seller nor, to the knowledge of the Seller, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the knowledge of the Seller, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or default by the Seller or, to the knowledge of the Seller, any other party under such Lease; (d) the Seller is not a party to any disputethere are no disputes, oral agreement agreements or forbearance program programs in effect as to such Lease, and to Seller's knowledge no other person is party to such dispute, oral agreement or forbearance program relating to or affecting the Lease; (e) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) to the knowledge of the Seller, all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; and (g) the Seller is not aware of any Security Interest, easement, covenant or other restriction applicable to the real property subject to such Lease lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller of the property subject thereto.

Real Property Leases. Section 2.12 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable thereunder. The Seller has delivered to the Buyer complete and accurate copies of the Leases. With respect to each Lease and except as set forth in Section 2.12 of the Disclosure ScheduleLease: (a) such Lease is legal, valid, binding, enforceable and in full force and effect; (b) such Lease is assignable by the Seller to the Buyer without the consent or approval of any party (except as set forth in Section 2.4 of the Disclosure Schedule) and such Lease 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 Seller nor, to the knowledge of the Seller, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the knowledge of the Seller, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or default by the Seller or, to the knowledge of the Seller, any other party under such Lease; (d) the Seller is not a party to any disputethere are no disputes, oral agreement agreements or forbearance program programs in effect as to such Lease, and to Seller's knowledge no other person is party to such dispute, oral agreement or forbearance program relating to or affecting the Lease; (e) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) to the knowledge of the Seller, all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; and (g) the Seller is not aware of any Security Interest, easement, covenant or other restriction applicable to the real property subject to such Lease lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller of the property subject thereto.

Real Property Leases. Section 2.12 2.13 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable payable, security deposit, maintenance and like charges thereunder, and any advance rent thereunder. The Seller Company has delivered or made available in the electronic data room at least two business days prior to the execution of this Agreement to the Buyer complete and accurate copies of the Leases. With respect to each Lease and except as set forth in Section 2.12 of the Disclosure ScheduleLease: (a) such Lease, and if such Lease is a sublease, to the knowledge of the Company the prime lease as well, is legal, valid, binding, enforceable and in full force and effecteffect against the Company or the Subsidiary that is the party thereto and, to the Company's knowledge, against each other party thereto; (b) such Lease, and if such Lease is assignable by the Seller a sublease, to the Buyer without knowledge of the consent or approval of any party and such Lease Company the prime lease as well, will continue to be legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto and, to the Company's knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Seller Company, nor any Subsidiary nor, to the knowledge of the SellerCompany, any other party, is in breach or violation of, or default under, any such Lease, and if such Lease is a sublease, to the knowledge of the Company the prime lease as well, and no event has occurred, is pending or, to the knowledge of the SellerCompany, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or default by the Seller Company or any Subsidiary or, to the knowledge of the SellerCompany, any other party under such Lease, and if such Lease is a sublease, to the knowledge of the Company the prime lease as well; (d) neither the Seller is not a party to Company nor any dispute, oral agreement or forbearance program as to such Lease, and to Seller's knowledge no other person is party to such dispute, oral agreement or forbearance program relating to or affecting the Lease; (e) the Seller Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (fe) to the knowledge of the Seller, all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; and; (gf) the Seller Company is not aware of any Security Interest, easement, covenant or other restriction applicable to the real property subject to such Lease lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller Company or a Subsidiary of the property subject thereto; (g) no construction, alteration or other leasehold improvement work with respect to the Lease remains to be paid for or performed by the Company or any Subsidiary; (h) neither the Company nor any Subsidiary is obligated to pay any leasing or brokerage commission relating to such Lease and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the Lease; and (i) the Financial Statements contain adequate reserves to provide for the restoration of the property subject to the Lease at the end of the respective Lease term, to the extent required by the Lease.

Real Property Leases. Section Schedule 2.12 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable thereunderreal property leased or subleased to or by each Company. The Seller has Companies have delivered or made available to the Buyer Parent complete and accurate copies of the Leasesleases and subleases listed in Schedule 2.12 of the Disclosure Schedule. With respect to each Lease lease and sublease listed in Schedule 2.12 of the Disclosure Schedule and except as set forth for the in Section 2.12 of the Disclosure ScheduleSchedule 2.12: (a) such Lease the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) such Lease is assignable by the Seller to the Buyer without the consent lease or approval of any party and such Lease 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 Seller Company nor, to the knowledge of the SellerCompany, any other party, is in breach or violation of, or default under, any such Leaselease or sublease, and no event has occurred, is pending or, to the knowledge of the SellerCompany, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or default by the Seller Company or, to the knowledge of the SellerCompany, any other party under such Leaselease or sublease; (d) the Seller is not a party to any dispute, oral agreement or forbearance program as to such Lease, and to Seller's knowledge no other person is party to such dispute, oral agreement or forbearance program relating to or affecting the Lease; (e) the Seller Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold;; and (fe) to the knowledge of the SellerCompany, all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; and (g) the Seller there is not aware of any no Security Interest, easement, covenant or other restriction applicable to the real property subject to such Lease lease, except for Security Interests, recorded easements, covenants and other restrictions which would reasonably be expected to do not materially impair the current uses or the occupancy by the Seller Company of the property subject thereto.

Real Property Leases. Section 2.12 of the (a) The Company Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable thereunderLeases. The Seller Company has delivered to the Buyer Parent true, correct and complete and accurate copies of the Leases. With respect to each Lease and Lease, except as set forth in Section 2.12 of the Company Disclosure Schedule: (ai) such Lease is in full force and effect and is legal, valid, binding, and enforceable against the Company and, to the Knowledge of the Company, each of the other parties thereto until it expires and in full force the base rent and effectany other amounts payable under each Lease are consistent with the fair market lease rates and terms for comparable facilities; (bii) such Lease is assignable by the Seller to the Buyer without the consent or approval of any party and such Lease 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) no consent or approval is required with respect to the transactions contemplated hereby from the other parties to any Lease of real property, and no material filing with any Governmental Entity is required with respect to the transactions contemplated hereby; (iv) neither the Seller Company nor, to the knowledge Knowledge of the SellerCompany, any other party, is in breach or violation of, or default under, any such LeaseLease in any material respect, and no event act or omission has occurred, and no condition exists, is pending or, to the knowledge of the SellerCompany’s Knowledge, is threatened, which, after the giving of notice, with the lapse of time, or otherwise, would constitute a material breach or default by the Seller Company or, to the knowledge Knowledge of the SellerCompany, any other party under such Lease, which individually or in the aggregate would have a Company Material Adverse Effect; (dv) the Seller is not a party to any disputethere are no disputes, oral agreement agreements or forbearance program programs in effect as to such Lease, and to Seller's knowledge no other person is party to such dispute, oral agreement or forbearance program relating to or affecting the Lease; (evi) the Seller Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the any leasehold or subleasehold;; and (fvii) to the knowledge Knowledge of the SellerCompany, all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; and. (gb) Except as set forth in the Seller is not aware Company Disclosure Schedule, to the Knowledge of the Company, there are no material defects in the physical condition of any Security Interestland, easementbuildings, covenant or other restriction applicable improvements constituting Leased Real Property which are material to the real property subject to Company’s use of such Lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller of the property subject theretoLeased Real Property.

Real Property Leases. Section 2.12 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable thereunder. The Seller Company has delivered to the Buyer complete and accurate copies of the Leases. With respect to each Lease and except as set forth in Section 2.12 of the Disclosure Schedule: (a) such Lease is legal, valid, binding, enforceable and in full force and effect; (b) such Lease is assignable by the Seller Company to the Buyer without with the consent or approval of any party the landlord and such Lease 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 Seller Company nor, to the knowledge of the SellerShareholders, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the knowledge of the SellerShareholders, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or default by the Seller Company or, to the knowledge of the SellerShareholders, any other party under such Lease; (d) the Seller Company is not a party to any dispute, oral agreement or forbearance program as to such Lease, and to SellerCompany's knowledge no other person is party to such dispute, oral agreement or forbearance program relating to or affecting the Lease; (e) the Seller Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) to the knowledge of the SellerShareholders, all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; and (g) the Seller Company is not aware of any Security Interest, easement, covenant or other restriction applicable to the real property subject to such Lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller Company of the property subject thereto.

Real Property Leases. Section 2.12 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable thereunder. The Seller Company has delivered to the Buyer complete and accurate copies of the Leases. With respect to each Lease and except as set forth in Section 2.12 of the Disclosure Schedulematerial Lease: (a) such Lease is legal, valid, binding, enforceable and in full force and effect; (b) such Lease is assignable by the Seller to the Buyer without the consent or approval of any party and such Lease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing and the Final Merger in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Seller Company nor any Subsidiary nor, to the knowledge of the SellerCompany, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the knowledge of the SellerCompany, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or default by the Seller Company or any Subsidiary or, to the knowledge of the SellerCompany, any other party under such Lease; (d) the Seller is not a party to any disputethere are no disputes, oral agreement agreements or forbearance program programs in effect as to such Lease, and to Seller's knowledge no other person is party to such dispute, oral agreement or forbearance program relating to or affecting the Lease; (e) neither the Seller Company nor any Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) to the knowledge of the SellerCompany, all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; and (g) the Seller is not aware Company has no knowledge of any Security Interest, easement, covenant or other restriction applicable to the real property subject to such Lease lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller Company or a Subsidiary of the property subject thereto.

Real Property Leases. Section 2.12 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable thereunder. The Seller Company has delivered to the Buyer complete and accurate copies of the Leases. With respect to each Lease and except as set forth in Section 2.12 of the Disclosure ScheduleLease: (a) such Lease is legal, valid, binding, enforceable and in full force and effect; (b) such Lease is assignable by the Seller to the Buyer without the consent or approval of any party and such Lease 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 Seller Company nor the Subsidiary nor, to the knowledge of the SellerCompany, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the knowledge of the SellerCompany, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or default by the Seller Company or the Subsidiary or, to the knowledge of the SellerCompany, any other party under such Lease; (d) the Seller is not a party to any disputethere are no disputes, oral agreement agreements or forbearance program programs in effect as to such Lease, and to Seller's knowledge no other person is party to such dispute, oral agreement or forbearance program relating to or affecting the Lease; (e) neither the Seller Company nor the Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) to the knowledge of the SellerCompany, all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; and; (g) the Seller Company is not aware of any Security Interest, easement, covenant or other restriction applicable to the real property subject to such Lease lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller Company or the Subsidiary of the property subject thereto; and (h) other than the rental payment amounts set forth in Section 2.12 of the Disclosure Schedule, to the knowledge of the Company and the Subsidiary, no other amounts are owed or reasonably likely to be owed by the Company or the Subsidiary with respect to any real property subject to a Lease.

Real Property Leases. Section 2.12 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable and security deposit thereunder, and any advance rent thereunder. The Seller Company has delivered to the Buyer complete and accurate copies of the Leases. With respect to each Lease and except as set forth in Section 2.12 of the Disclosure ScheduleLease: (a) such Lease is legal, valid, binding, enforceable and in full force and effecteffect against the Company and, to the Knowledge of the Company, against each other party thereto, subject in each case to the Enforceability Exceptions; (b) such Lease is assignable by the Seller to the Buyer without the consent or approval of any party and such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company and, to the Knowledge of the Company, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject in each case to the Enforceability Exceptions; (c) neither the Seller Company nor, to the knowledge Knowledge of the SellerCompany, any other party, is in material breach or violation of, or material default under, any such Lease, and no event has occurred, is pending or, to the knowledge Knowledge of the SellerCompany, is threatenedthreatened in writing, which, after the giving of notice, with lapse of time, or otherwiseboth, would constitute a material breach or default by the Seller Company or, to the knowledge Knowledge of the SellerCompany, any other party under such Lease; (d) to the Seller is not a party to any disputeKnowledge of the Company, oral agreement or forbearance program as there are no disputes, with respect to such Lease, and to Seller's knowledge no other person is party to such dispute, oral agreement or forbearance program relating to or affecting the Lease; (e) the Seller Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) to the knowledge Knowledge of the SellerCompany, all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; (g) no material construction, alteration or other leasehold improvement work with respect to the Lease remains to be paid for or performed by the Company; and (gh) the Seller Company is not aware of obligated to pay any Security Interest, easement, covenant leasing or other restriction applicable to the real property subject brokerage commission relating to such Lease which would reasonably be expected and neither will have any obligation to materially impair pay any leasing or brokerage commission upon the current uses or the occupancy by the Seller renewal of the property subject theretoLease.

Real Property Leases. Section 2.12 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable thereunderLeases. The Seller Company has delivered made available to the Buyer complete and accurate copies of the Leases. With respect to each Lease and except as set forth in Section 2.12 of the Disclosure ScheduleLease: (a) such Lease is legal, valid, binding, enforceable and in full force and effecteffect against the Company or the Subsidiary that is the party thereto and, to the Company’s knowledge, against each other party thereto; (b) such Lease is assignable by the Seller to the Buyer without the consent or approval of any party and such Lease will continue to be legal, valid, binding, enforceable and in full force and effect the Company or the Subsidiary that is the party thereto and, to the Company’s knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Seller Company, nor any Subsidiary nor, to the knowledge of the SellerCompany, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the knowledge of the SellerCompany, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or default by the Seller Company or any Subsidiary or, to the knowledge of the SellerCompany, any other party under such Lease; (d) the Seller is not a party to any disputethere are no disputes, oral agreement agreements or forbearance program programs in effect as to such Lease, and to Seller's knowledge no other person is party to such dispute, oral agreement or forbearance program relating to or affecting the Lease; (e) neither the Seller Company nor any Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) to the knowledge of the Seller, all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; and; (g) the Seller Company is not aware of any Security Interest, easement, covenant or other restriction applicable to the real property subject to such Lease lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller Company or a Subsidiary of the property subject thereto; (h) no construction, alteration or other leasehold improvement work with respect to the Lease remains to be paid for or performed by the Company or any Subsidiary; (i) neither the Company nor any Subsidiary is obligated to pay any leasing or brokerage commission relating to such Lease and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the Lease; and (j) the Financial Statements contain adequate reserves to provide for the restoration of the property subject to the Lease at the end of the respective Lease term, to the extent required by the Lease.

Real Property Leases. Section 2.12 of the (a) The Company Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable thereunderLeases. The Seller Company has delivered made available to the Buyer Parent true, correct and complete and accurate copies of the Leases. With respect to each Lease and except as set forth in Section 2.12 of the Company Disclosure Schedule: (ai) 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) such Lease is assignable by the Seller to the Buyer without the consent or approval of assuming that any party and required consents are obtained, such Lease 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) 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 Seller Company nor the Subsidiary nor, to the knowledge Knowledge of the SellerCompany, any other party, is in breach or violation of, or default under, any such LeaseLease in any material respect, and no event act or omission has occurred, and no condition exists, is pending or, to the knowledge Knowledge of the SellerCompany, is threatened, which, after the giving of notice, with the lapse of time, or otherwise, would constitute a material breach or default in any material respect by the Seller Company or the Subsidiary or, to the knowledge Knowledge of the SellerCompany, any other party under such Lease; (dv) to the Seller is not a party to any disputeCompany’s Knowledge, there are no disputes, oral agreement agreements or forbearance program programs in effect as to such Lease, and to Seller's knowledge no other person is party to such dispute, oral agreement or forbearance program relating to or affecting the Lease; (evi) neither the Seller Company nor the Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered (other than with Permitted Liens) any interest in the leasehold or subleasehold;any Lease; and (fvii) to the knowledge Knowledge of the SellerCompany, all facilities leased or subleased thereunder are supplied with utilities and other services adequate reasonably necessary for the operation of said facilities; and. (gb) Except as set forth in the Seller is not aware Company Disclosure Schedule, to the Knowledge of the Company, there are no defects in the physical condition of any Security Interestland, easement, covenant buildings or other restriction applicable improvements constituting Leased Real Property which are material to the real property subject to use of such Lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller of the property subject theretoLeased Real Property.

Real Property Leases. Section 2.12 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable payable, security deposit, maintenance and like charges thereunder, and any advance rent thereunder. The Seller Company has delivered made available to the Buyer complete and accurate copies of the Leases. With respect to each Lease and except as set forth in Section 2.12 of the Disclosure ScheduleLease: (a) such Lease is legal, valid, binding, enforceable and in full force and effecteffect against the Company or the Subsidiary that is the party thereto and, to the Company’s Knowledge, against each other party thereto; (b) such Lease is assignable by the Seller to the Buyer without the consent or approval of any party and such Lease will continue to be legal, valid, binding, enforceable and in full force and effect the Company or the Subsidiary that is the party thereto and, to the Company’s Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (c) neither the Seller Company, nor any Subsidiary nor, to the knowledge Knowledge of the SellerCompany, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the knowledge Knowledge of the SellerCompany, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or default by the Seller Company or any Subsidiary or, to the knowledge Knowledge of the SellerCompany, any other party under such Lease; (d) the Seller is not a party to any disputethere are no disputes, oral agreement agreements or forbearance program programs in effect as to such Lease, and to Seller's knowledge no other person is party to such dispute, oral agreement or forbearance program relating to or affecting the Lease; (e) neither the Seller Company nor any Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) to the knowledge of the Seller, all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; and (g) the Seller is not aware Company has no Knowledge of any Security InterestLien, easement, covenant or other restriction applicable to the real property subject to such Lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller Company or a Subsidiary of the property subject thereto; (g) no construction, alteration or other leasehold improvement work with respect to the Lease remains to be paid for or performed by the Company or any Subsidiary; (h) neither the Company nor any Subsidiary is obligated to pay any leasing or brokerage commission relating to such Lease and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the Lease; and (i) the Financial Statements contain adequate reserves to provide for the restoration of the property subject to the Lease at the end of the respective Lease term, to the extent required by the Lease.

Real Property Leases. Section 2.12 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and sole Lease (including subleases) to which the rent payable thereunderSeller is a party which is still in effect. The Seller has delivered to the Buyer complete and accurate copies of the LeasesLease. With respect to each the Lease and except as set forth in Section 2.12 of the Disclosure Schedule:(including subleases): (a) such Lease is legal, valid, binding, enforceable and in full force and effecteffect with respect to the Seller and, to the Seller’s knowledge, with respect to each other party thereto; (b) such Lease is assignable by the Seller to the Buyer without the consent or approval of any party (except as set forth in Section 2.4 of the Disclosure Schedule) and such Lease 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 Seller nor, to the knowledge of the Seller, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the knowledge of the Seller, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or default by the Seller or, to the knowledge of the Seller, any other party under such Lease; (d) the Seller is not a party to any disputethere are no disputes, oral agreement agreements or forbearance program programs in effect as to such Lease, and to Seller's knowledge no other person is party to such dispute, oral agreement or forbearance program relating to or affecting the Lease; (e) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) to the knowledge of the Seller, all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; and (g) the Seller is not aware of any Security Interest, easement, covenant or other restriction applicable to the real property subject to such Lease lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller of the property subject thereto.

Real Property Leases. Section 2.12 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, options and the rent payable thereunder. The Seller has delivered or made available to the Buyer complete and accurate copies of the Leases. With respect to each Lease and except as set forth in Section 2.12 of the Disclosure ScheduleLease: (a) such Lease is legal, valid, binding, enforceable and in full force and effect; (b) such Lease is assignable by the Seller to the Buyer without the consent or approval of any party (except as set forth in Section 2.4 of the Disclosure Schedule) and such Lease 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 Seller noris not, and to the knowledge of the Seller, any no other partyparty is, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the knowledge of the Seller, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or default by the Seller or, to the knowledge of the Seller, any other party under such Lease; (d) the Seller is not a party to any disputethere are no disputes, oral agreement agreements or forbearance program programs in effect as to such Lease, and to Seller's knowledge no other person is party to such dispute, oral agreement or forbearance program relating to or affecting the Lease; (e) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) to the knowledge of the Seller, all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; and (g) to the Seller knowledge of the Seller, there is not aware of any no Security Interest, easement, covenant or other restriction applicable to the real property subject to such Lease lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller of the property subject thereto.

Real Property Leases. Section 2.12 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable thereunder. The Seller has delivered to the Buyer complete and accurate copies of the Leases. With respect to each Lease and except as set forth in Section 2.12 of the Disclosure Schedule: (a) such Lease is legal, valid, binding, enforceable and in full force and effect; (b) such Lease is assignable by the Seller to the Buyer without the consent or approval of any party and such Lease 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 Seller nor, to the knowledge of the Seller, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the knowledge of the Seller, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or default by the Seller or, to the knowledge of the Seller, any other party under such Lease; (d) the Seller is not a party to any dispute, oral agreement or forbearance program as to such Lease, and to Seller's ’s knowledge no other person is party to such dispute, oral agreement or forbearance program relating to or affecting the Lease; (e) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) to the knowledge of the Seller, all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; and (g) the Seller is not aware of any Security Interest, easement, covenant or other restriction applicable to the real property subject to such Lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller of the property subject thereto.

Real Property Leases. Section 2.12 3.17 of the CBT Disclosure Schedule lists all Leases leases or subleases pursuant to which the Purchaser or a Subsidiary leases or subleases from another party any real property (the "Leases") and lists the term of such Lease, any extension and expansion options, and the rent payable thereunder. The Seller has delivered to the Buyer complete and accurate copies of the Leases. With respect to each Lease and except as set forth in Section 2.12 of the Disclosure ScheduleLease: (a) such Lease is legal, valid, binding, enforceable and in full force and effect; (b) such Lease is assignable by the Seller to the Buyer without the consent or approval of any party and such Lease 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 Seller Purchaser nor any Subsidiary, to either's knowledge, nor, to the knowledge of the SellerPurchaser, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the knowledge of the SellerPurchaser, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or default by the Seller Purchaser or any Subsidiary or, to the knowledge of the SellerPurchaser, any other party under such Lease; (d) to each of the Seller is not a party to Purchaser's and any disputeSubsidiary's knowledge, there are no disputes, oral agreement agreements or forbearance program programs in effect as to such Lease, and to Seller's knowledge no other person is party to such dispute, oral agreement or forbearance program relating to or affecting the Lease; (e) neither the Seller Purchaser nor any Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) to the knowledge of the SellerPurchaser, all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; and (g) the Seller Purchaser is not aware of any Security InterestEncumbrance, easement, covenant or other restriction applicable to the real property subject to such Lease lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller Purchaser or a Subsidiary of the property subject thereto.

Real Property Leases. Section 2.12 of the Disclosure (a) The Seller does not own, and has never owned, any real property. (b) Schedule 3.13 lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable thereunderLeases. The Seller has delivered to the Buyer true, complete and accurate correct copies of the Leases. With respect to each Lease and except as set forth in Section 2.12 of the Disclosure ScheduleLease: (ai) such Lease is legal, valid, binding, enforceable and in full force and effecteffect in accordance with the terms thereof; (bii) such Lease is assignable by the Seller to the Buyer without the consent or approval of any party and such Lease 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) neither the Seller nor, nor to the knowledge Knowledge of the Seller, any other partyPerson, is in breach Breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the knowledge Knowledge of the Seller, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach Breach or default by the Seller or, to the knowledge Knowledge of the Seller, any other party under such Lease and to the Knowledge of the Seller, each parcel of Leased Real Property is in compliance in all material respects with all applicable Legal Requirements and Governmental Orders; (iv) there are no disputes, oral agreements or forbearance programs in effect as to such Lease and no Person is currently entitled to assert any defense, off-set or penalty with respect to such Lease; (d) the Seller is not a party to any dispute, oral agreement or forbearance program as to such Lease, and to Seller's knowledge no other person is party to such dispute, oral agreement or forbearance program relating to or affecting the Lease; (ev) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (fvi) to the knowledge of the Seller, all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; andfacilities and have all necessary governmental approvals and permits required in connection with the operation thereof; (gvii) the Seller is not aware of any Security InterestEncumbrance, easement, covenant or other restriction applicable to the real property subject to such Lease lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller of the property subject thereto; (viii) other than the rental payment amounts set forth in Schedule 3.13, to the Knowledge of the Seller, no other amounts are owed or reasonably likely to be owed by the Seller with respect to any parcel of Leased Real Property; and (ix) other than as set forth in Schedule 3.13, no landlord or Third Party Consent or other approval is required in connection with the transfer of the each such Lease in connection with this Agreement. (c) Use of the Leased Real Property for the various purposes for which it is presently being used is permitted as of right under all applicable zoning legal requirements and is not subject to “permitted nonconforming” use or structure classifications.

Real Property Leases. Section 2.12 of the Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable thereunder. The Seller Company has delivered to the Buyer complete and accurate copies of the Leases. With respect to each Lease and except as set forth in Section 2.12 of the Disclosure ScheduleLease: (a) such Lease is legal, valid, binding, enforceable and in full force and effect; (b) such Lease is assignable by the Seller to the Buyer without the consent or approval of any party and such Lease 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 Seller Company nor any Subsidiary nor, to the knowledge of the SellerCompany, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the knowledge of the SellerCompany, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or default by the Seller Company or any Subsidiary or, to the knowledge of the SellerCompany, any other party under such Lease; (d) the Seller is not a party to any disputethere are no disputes, oral agreement agreements or forbearance program programs in effect as to such Lease, and to Seller's knowledge no other person is party to such dispute, oral agreement or forbearance program relating to or affecting the Lease; (e) neither the Seller Company nor any Subsidiary has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) to the knowledge of the SellerCompany, all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; and (g) the Seller Company is not aware of any Security Interest, easement, covenant or other restriction applicable to the real property subject to such Lease lease which would reasonably be expected to materially impair the current uses or the occupancy by the Seller Company or a Subsidiary of the property subject thereto.