Common use of Real Property; Personal Property Clause in Contracts

Real Property; Personal Property. (a) No Target Group Company owns fee simple title to real property. (b) Section 4.09(b) of the Sellers’ Disclosure Schedule sets forth a complete and accurate list of each lease, sublease or license pursuant to which a Target Group Company leases, subleases or licenses an interest in real property from any other Person (whether as a tenant, subtenant or licensee) (collectively, the Leased Real Property, and sometimes referred to in this Agreement as the Target Company Real Property). Each Target Group Company has a valid and subsisting leasehold estate, sublease, or license, as applicable, in each parcel of Leased Real Property listed for such Target Group Company on Section 4.09(b) of the Seller’s Disclosure Schedule for the full term of the respective lease free and clear of any Encumbrances other than Permitted Encumbrances, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. All of the leases for each parcel of Leased Real Property are in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and no Target Group Company, nor, to the Sellers’ Knowledge, any third party is in default or breach under any lease for Leased Real Property. The Sellers have made available to the Purchaser in the Data Room a true and complete copy of each lease for Leased Real Property described on Section 4.09(b) of the Seller’s Disclosure Schedule. Except as set forth on Section 4.09(b) of the Seller’s Disclosure Schedule, no Target Group Company is a sublessor under any sublease affecting all or any part of any Leased Real Property. (c) Except as set forth on Section 4.09(c) of the Sellers’ Disclosure Schedule, a Target Group Company is in possession of and has good and marketable title to, or valid leasehold interests in or valid rights under Contract to use, the machinery, equipment, furniture, fixtures, and other tangible personal property and assets owned, leased or used by a Target Group Company, free and clear of all Encumbrances (other than Permitted Encumbrances). The machinery, equipment, furniture, fixtures and other tangible personal property and assets owned, leased or used by a Target Group Company have been maintained in the ordinary course of business, are adequate for the uses to which they are being put, are in good operating condition and repair (normal wear and tear excepted and consistent with age) and are sufficient to operate the Business in the ordinary course consistent with past practice. (d) Except as set forth on Section 4.09(d) of the Sellers’ Disclosure Schedule, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Target Company Real Property (the Improvements) are in good condition and repair (normal wear and tear excepted and consistent with age) and sufficient for the operation of the Business in the ordinary course consistent with past practice.

Real Property; Personal Property. (a) No Target The Company Group Company owns fee simple title to does not own any real property. Schedule 3.12(a) of the Company Disclosure Schedule sets forth a list of all real properties any member of the Company Group is under contract to purchase (the “Prospective Real Properties”). The Company Group has made available to Parent a true, correct and complete copy of the purchase agreement for each Prospective Real Property. Except as set forth in Schedule 3.12(a) of the Company Disclosure Schedule, no member of the Company Group is a party to any agreement or option to purchase any real property or interest therein. (b) Section 4.09(bSchedule 3.12(b) of the Sellers’ Company Disclosure Schedule sets forth a complete and accurate list of all real property leased or subleased or otherwise used or occupied by any member of the Company Group as tenant, lessee, occupant or grantee (the “Leased Real Property”, together with a list of each applicable lease, sublease license, or license pursuant similar agreement and any related guarantees, amendments and renewals related to which a Target Group Company leases, subleases or licenses an interest in real property from any other Person (whether as a tenant, subtenant or licenseesuch Leased Real Property) (each, a “Lease” and, collectively, the Leased Real Property, and sometimes referred to in this Agreement as the Target Company Real Property“Leases”). Each Target The Company Group Company has made available to Parent a valid true, correct and subsisting leasehold estate, sublease, or license, complete copy of each Lease. Except as applicable, in each parcel of Leased Real Property listed for such Target Group Company set forth on Section 4.09(bSchedule 3.12(b) of the Seller’s Company Disclosure Schedule for the full term of the respective lease free Schedule, and clear of any Encumbrances other than Permitted Encumbrances, subject to applicable except as may be limited by bankruptcy, insolvency, reorganization, moratorium, and moratorium or other similar laws affecting relating to creditors’ rights and remedies generally and generally, or subject to general principles of equity. All of the leases for , each parcel of Leased Real Property are Lease is in full force and effect except to and the extent they have previously expired or terminated in accordance with their termsapplicable member of the Company Group (and each counterparty thereto) has a valid, binding and no Target Group Company, nor, to enforceable leasehold interest under each of the Sellers’ Knowledge, any third party is in default or breach under any lease for Leased Real Property. The Sellers have made available to the Purchaser in the Data Room a true Properties, free and complete copy clear of each lease for Leased Real Property described on Section 4.09(b) of the Seller’s Disclosure Scheduleall Liens (other than Permitted Liens). Except as set forth on Section 4.09(bSchedule 3.12(b) of the Seller’s Company Disclosure Schedule, since the Lookback Date, no Target member of the Company Group has received any written notice of any material default or event that (with due notice or lapse of time or both) would constitute a material default by any member of the Company is a sublessor Group under any sublease affecting all lease with respect to the Leased Real Property, other than defaults that have been cured or waived in writing. Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has subleased, licensed or otherwise granted any part of Person the right to use or occupy any Leased Real PropertyProperty or any portion thereof and no member of the Company Group has collaterally assigned or granted any other security interest in any Lease or any interest therein. (c) Except as set forth on Section 4.09(c) The Prospective Real Properties and the Leased Real Properties constitute all interests in real property used, occupied or held for use in connection with the business of the Sellers’ Disclosure ScheduleCompany Group as it is conducted on the date hereof. To the Company’s Knowledge, a Target Group Company there is no pending or Threatened eminent domain proceeding that would result in possession the taking of and has good and marketable title to, or valid leasehold interests in or valid rights under Contract to use, the machinery, equipment, furniture, fixtures, and other tangible personal property and assets owned, leased or used any material portion of any Leased Real Property by a Target Group Company, free and clear of all Encumbrances (other than Permitted Encumbrances)Governmental Authority. The machinery, equipment, furniture, fixtures and other tangible personal property and assets owned, leased or used by a Target Group Company have been maintained in the ordinary course of business, are adequate for the uses to which they are being put, are in good operating condition and repair (normal wear and tear excepted and consistent with age) and are sufficient to operate the Business in the ordinary course consistent with past practice. (d) Except as set forth on Section 4.09(d) of the Sellers’ Disclosure Schedule, all All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Target Company Leased Real Property and which are the Company’s or another member of the Company Group’s obligation to maintain (the “Improvements”) are in good condition and repair (normal wear and tear excepted and consistent with age) in all material respects and sufficient for the operation of the Business business of the Company Group. (d) Schedule 3.12(d) of the Company Disclosure Schedule sets forth a true, correct and complete list of all leases of tangible assets of any member of the Company Group involving annual payments in excess of $150,000 (the “Personal Property Leases”). A member of the Company Group has good and valid title to, or in the ordinary course consistent with past practicecase of leased tangible assets, a valid leasehold interest in, all of the material tangible assets that are used in the conduct of the business of the Company Group as it is conducted on the date hereof, in each case, free and clear of all Liens (other than Permitted Liens). All such material tangible assets are in reasonable operating condition and repair, normal wear and tear excepted, for the conduct of the business of the Company Group as it is conducted on the date hereof. The assets owned, leased or licensed by the Company Group constitute all of the assets that are necessary and are sufficient for the operation of the businesses of the Company Group as such operations have been conducted.

Real Property; Personal Property. (a) No Target Group Neither the Company nor any Company Subsidiary owns fee simple title to any real property. (b) Section 4.09(b3.17(b) of the Sellers’ Company Disclosure Schedule Schedules sets forth a complete and accurate list of each lease, sublease or license pursuant to which a Target Group Company leases, subleases or licenses an interest in real property from any other Person (whether as a tenant, subtenant or licensee) (collectively, all of the Leased Real Property, and sometimes referred to in this Agreement as including the Target street address, leased by the Company Real Property)or any of the Company Subsidiaries. Each Target Group The Company has delivered or made available to Parent a valid complete and subsisting leasehold estate, sublease, or license, as applicable, in each parcel accurate copy of Leased Real Property listed for such Target Group Company on Section 4.09(b) all of the Seller’s Disclosure Schedule for leases, subleases, licenses or other Contracts with respect to the full term of the respective lease free use and clear of any Encumbrances other than Permitted Encumbrances, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. All of the leases occupancy for each parcel of Leased Real Property are in full force Property, together with all amendments, modifications and effect except to supplements thereto and assignments and subleases thereof (collectively, the extent they have previously expired or terminated in accordance with their terms, and no Target Group Company, nor, to the Sellers’ Knowledge, any third party is in default or breach under any lease for Leased Real Property“Company Leases”). The Sellers Company and the Company Subsidiaries, as applicable, have made available to the Purchaser a leasehold interest in the Data Room a true and complete copy of each lease for all Leased Real Property described on Section 4.09(b) of pursuant to the Seller’s Disclosure Schedule. Except as set forth on Section 4.09(b) of the Seller’s Disclosure Schedule, no Target Group Company is a sublessor under any sublease affecting all or any part of any Leased Real Property. (c) Except as set forth on Section 4.09(c) of the Sellers’ Disclosure Schedule, a Target Group Company is in possession of and has good and marketable title to, or valid leasehold interests in or valid rights under Contract to use, the machinery, equipment, furniture, fixtures, and other tangible personal property and assets owned, leased or used by a Target Group CompanyLeases, free and clear of all Encumbrances Liens (except for Permitted Liens). The Company and the Company Subsidiaries have not assigned or sublet their interests under any Company Lease to any other Person. Other than the Leased Real Properties, neither the Company nor any of the Company Subsidiaries leases or subleases any real property. Each Company Lease is a legal, valid and binding obligation of the Company or any of the Company Subsidiaries, as applicable, and of each counterparty thereto, and is in full force and effect in accordance with its terms. Neither the Company nor any of the Company Subsidiaries nor, to the Company’s Knowledge, any other party to any Company Lease is in material default under any of the Company Leases. No notice of default, not already cured, under any Company Lease is outstanding, and to the Company’s Knowledge, no event has occurred which, with the giving of notice or passage of time, would constitute a material breach or material default under any of the Company Leases. (c) The Leased Real Property constitutes all of the real property used or occupied by the Company and the Company Subsidiaries in connection with the conduct of the business of the Company and the Company Subsidiaries. (d) Each of the Company and the Company Subsidiaries has good title to, or a valid leasehold interest in, or with respect to licensed assets, a valid license to use, the material tangible personal assets and properties used or held for use by it in connection with the conduct of its business as conducted on the date of this Agreement, free and clear of all Liens other than Permitted Encumbrances)Liens. The machinery, equipment, furniture, fixtures Each material tangible asset of the Company and other tangible personal property and assets owned, leased or used by a Target Group each of the Company have Subsidiaries (i) has been maintained in the ordinary course of business, are adequate for the uses to which they are being put, are accordance with normal industry practices and (ii) is in good operating condition and repair (repair, subject to normal wear and tear excepted and consistent with age) and are sufficient to operate the Business in the ordinary course consistent with past practicetear. (d) Except as set forth on Section 4.09(d) of the Sellers’ Disclosure Schedule, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Target Company Real Property (the Improvements) are in good condition and repair (normal wear and tear excepted and consistent with age) and sufficient for the operation of the Business in the ordinary course consistent with past practice.

Real Property; Personal Property. (a) No Target Group The Company owns fee simple title to does not own and has never owned any interest in any real property, except the Leased Real Property. (b) Section 4.09(b3.10(b) of the Sellers’ Disclosure Schedule sets forth a complete and an accurate list of each lease, sublease or license pursuant to which a Target Group Company leases, subleases or licenses an interest in of: (i) all real property from any other Person leased, subleased, licensed or otherwise used, operated or occupied (whether as a tenant, subtenant or licenseepursuant to other occupancy arrangements) by the Company (collectively, including the buildings, improvements and fixtures located thereon, the “Leased Real Property”), including the street address of each Leased Real Property; and (ii) each Contract pursuant to which the Company holds any Leased Real Property as landlord, sublandlord, tenant, subtenant, occupant or otherwise (each, a “Real Property Lease”), including all currently effective amendments and modifications thereto. (c) The Company has a valid leasehold or subleasehold interest in (or a valid right to use and occupy) the Leased Real Property, and sometimes referred to in this Agreement as the Target Company Real Property). Each Target Group Company has a valid and subsisting leasehold estate, sublease, or license, as applicable, in each parcel of Leased Real Property listed for such Target Group Company on Section 4.09(b) of the Seller’s Disclosure Schedule for the full term of the respective lease case free and clear of any Encumbrances all Liens other than Permitted Encumbrances, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights and remedies generally and to general principles of equityLiens. All rent (including base rent and additional rent) due and payable under each of the leases Real Property Leases has been paid to date. (d) Except: (i) for each parcel and as provided in the Real Property Leases; and (ii) for Permitted Liens, with respect to the Leased Real Properties, the Company has not subjected any such property to any lease, sublease, license or other agreement granting to any Person (other than the Company) any right to the use or occupancy of such Leased Real Property are in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and no Target Group Company, nor, to the Sellers’ Knowledge, any third party is in default or breach under any lease for Leased Real Property. The Sellers have made available to the Purchaser in the Data Room a true and complete copy of each lease for Leased Real Property described on Section 4.09(b) of the Seller’s Disclosure Schedule. Except as set forth on Section 4.09(b) of the Seller’s Disclosure Schedule, no Target Group Company is a sublessor under any sublease affecting all or any part of any Leased Real Propertythereof. (ce) Except as set forth on Section 4.09(c) of the Sellers’ Disclosure Schedule, a Target Group The Company is in possession of and has good and marketable title to, or a valid leasehold interests in interest in, or with respect to licensed assets, a valid rights under Contract license to use, the machinery, equipment, furniture, fixtures, and other all material tangible personal property and assets owned, leased used or used held for use by a Target Group Companyit in connection with the conduct of its business, free and clear of all Encumbrances (Liens other than Permitted Encumbrances). The machinery, equipment, furniture, fixtures and other tangible personal property and assets owned, leased or used by a Target Group Company have been maintained in the ordinary course of business, are adequate for the uses to which they are being put, are in good operating condition and repair (normal wear and tear excepted and consistent with age) and are sufficient to operate the Business in the ordinary course consistent with past practiceLiens. (d) Except as set forth on Section 4.09(d) of the Sellers’ Disclosure Schedule, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Target Company Real Property (the Improvements) are in good condition and repair (normal wear and tear excepted and consistent with age) and sufficient for the operation of the Business in the ordinary course consistent with past practice.

Real Property; Personal Property. (a) No Target Group The Company owns fee simple title to does not own nor has it ever owned any real property. (b) Section 4.09(b3.14(b) of the Sellers’ Disclosure Schedule sets forth a true, correct and complete and accurate list of each lease, sublease or license pursuant to which a Target Group Company all existing leases, subleases and other agreements (the “Company Real Property Leases”) under which the Company uses or licenses an interest occupies or has the right to use or occupy, now or in the future, any real property from any other Person (whether as a tenant, subtenant or licensee) (collectively, the “Company Leased Real Property”). The Company has made available to Buyer true, correct and sometimes referred to in this Agreement as the Target complete copies of all Company Real PropertyProperty Leases (including all modifications, amendments, supplements, waivers and side letters thereto). Each Target Group Company has a valid Real Property Lease is valid, binding and subsisting leasehold estate, sublease, or licensein full force and effect and enforceable against the Company, as applicable, in each parcel of Leased Real Property listed for such Target Group Company on Section 4.09(b) and, to the Knowledge of the Seller’s Disclosure Schedule for Company, each other party thereto in accordance with its terms, except to the full term of the respective lease free and clear of any Encumbrances other than Permitted Encumbrances, subject to applicable extent such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, and moratorium or other similar laws affecting Laws nor or hereafter in effect relating to creditors’ rights generally, and remedies generally and to (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity). All Each Company Real Property Lease has sufficient remaining term thereunder (taking into account any available unexercised renewal or extension options for additional term) to allow the Company to continue operations without interruption in the normal course of business. (c) The Company is not (with or without notice or lapse of time, or both) in breach or default under any Company Real Property Lease in any material respect. To the Knowledge of the leases for each parcel Company, no landlord under any Company Real Property Lease is (with or without notice or lapse of time, or both) in breach or default thereunder. The Company has not received any notice of default under any Company Real Property Lease which has not been fully cured and corrected. The Company has a good and valid leasehold interest in the Company Leased Real Property are free and clear of all Liens, except for (A) those reflected or reserved against in full force the balance sheet of the Company as of June 30, 2022 and effect except to the extent they have previously expired or terminated in accordance with their terms, and no Target Group Company, nor, to the Sellers’ Knowledge, any third party is in default or breach under any lease for Leased Real Property(B) Company Permitted Liens. The Sellers have made available to Company has not subleased, assigned, licensed or permitted the Purchaser in the Data Room a true and complete copy use or occupancy of each lease for Leased Real Property described on Section 4.09(b) of the Seller’s Disclosure Schedule. Except as set forth on Section 4.09(b) of the Seller’s Disclosure Schedule, no Target Group Company is a sublessor under any sublease affecting all or any part of the Company Leased Real Property by any other party. (d) There are no condemnation proceedings pending, or to the Knowledge of the Company, threatened affecting any portion of the Company Leased Real Property. To the Knowledge of the Company, there are (i) no material defaults under any easements, covenants, restrictions or similar matters affecting any portion of the Company Leased Real Property, (ii) no lawsuits or administrative actions or proceedings alleging violations of any Laws by any Company Leased Real Property, and (iii) no actual or threatened special assessments or reassessments of the Company Leased Real Property, and, in each case, the Company has not received any written notice thereof. The Company has not granted to any Person any option or right of first refusal to purchase or acquire or lease any portion of the Company Leased Real Property. (ce) Except as set forth on Section 4.09(c) of the Sellers’ Disclosure Schedule, a Target Group The Company is in possession of and has good and marketable legal title to, or a valid leasehold interests in or valid rights under Contract and enforceable right to use, the machinery, equipment, furniture, fixtures, all equipment and other tangible personal property and assets ownedthat is used or held for use in the operation of the business of the Company in the Ordinary Course of Business, leased or used by a Target Group Companyin each case, free and clear of any and all Encumbrances (other than Liens except Company Permitted Encumbrances)Liens. The machinery, equipment, furniture, fixtures Such equipment and other tangible personal property are all of the equipment and assets owned, leased other tangible personal property that is necessary and sufficient for the operation of the business of the Company in the Ordinary Course of Business as presently conducted or used by a Target Group Company have as presently expected to be conducted. All of such equipment and other tangible personal property has been maintained in the ordinary course of businessaccordance with normal industry practice, are adequate for the uses to which they are being put, are is in good operating condition and repair (normal wear and tear excepted excepted), and consistent with age) and are sufficient to operate is suitable for the Business in the ordinary course consistent with past practice. (d) Except as set forth on purposes for which it presently is used. Section 4.09(d3.14(e) of the Sellers’ Disclosure ScheduleSchedule sets forth a list of all laptops used by the Company Employees, all buildings, structures, improvements, fixtures, building systems and which equipment, together with all equipment and all components thereof, included in other tangible property owned by either of Parent or Seller that is located within the Target Company Leased Real Property (or within the Improvements) are remote locations of Company Employees and is used or held for use in good condition and repair (normal wear and tear excepted and consistent with age) and sufficient for the operation of the Business in business of the ordinary course consistent with past practiceCompany shall be deemed owned by the Company.

Real Property; Personal Property. (a) No Target Group The Company owns fee simple title to does not own, and has never owned, any real property. (b) Section 4.09(b‎Section 3.9(b) of the Sellers’ Disclosure Schedule sets forth a true, complete and accurate list list, as of each leasethe date of this Agreement, sublease or license pursuant to which a Target Group Company leases, subleases or licenses an interest in of: (i) all real property from any other Person leased, subleased, licensed or otherwise used or occupied (whether as a tenant, subtenant or licenseepursuant to other occupancy arrangements) by the Company (collectively, the “Leased Real Property”); and (ii) each lease, sublease, license or other Contract pursuant to which the Company holds any Leased Real Property as tenant, subtenant, licensee, occupant or otherwise (the “Real Property Leases” and sometimes referred each, a “Real Property Lease”), including all currently effective amendments and modifications thereto. (c) With respect to in this Agreement as the Target Company each parcel of Leased Real Property). Each Target Group : (i) the Company has a valid and subsisting enforceable leasehold estateor subleasehold interest in (or a valid right to use and occupy), subleaseand enjoys peaceful and undisturbed possession of, or license, as applicable, in each parcel of such Leased Real Property listed for such Target Group Company on Section 4.09(b) of the Seller’s Disclosure Schedule for the full term of the respective lease Property, free and clear of any Encumbrances all Liens other than Permitted Encumbrances, subject to applicable bankruptcy, insolvency, reorganization, moratoriumLiens, and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. All of the leases for each parcel of Leased Real Property are in full force Lease is legal, valid and effect except binding on, and enforceable against, the Company and, to Seller’s Knowledge, on and against the extent they have previously expired or terminated applicable lessor, in accordance with their its terms, except that such enforceability may be limited by the Enforceability Exceptions; (ii) rent due and no Target Group Company, nor, payable under the applicable Real Property Lease prior to the Sellers’ Knowledgedate of this Agreement has been paid; (iii) the Company is not in breach or default under the applicable Real Property Lease and there are no, and during the Lookback Period that have not been any, material disputes with respect to any third party is in Real Property Lease; (iv) the Company has not received written notice of any default or breach event that with notice or the lapse or time, or both, would constitute a default under the applicable Real Property Lease; and (v) the Company has not collaterally assigned or granted any lease for Leased other security interest in any Real PropertyProperty Lease or interest therein. The Sellers have made available Seller has delivered to the Purchaser in the Data Room a true true, correct, and complete copy of each lease for Real Property Lease, together with all amendments, modifications, supplements and notices with respect thereto, if any. (d) The Company is not a landlord, lessor, sublandlord, sublessor, licensor or grantor under any lease, sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property described on Section 4.09(b) or any portion thereof and no third party otherwise has any rights to possess or otherwise occupy any of the Seller’s Disclosure Schedule. Except as set forth on Section 4.09(b) of the Seller’s Disclosure Schedule, no Target Group Company is a sublessor under any sublease affecting all or any part of any Leased Real Property. (ce) Except as set forth on Section 4.09(c) The assets and rights of the Sellers’ Disclosure ScheduleCompany include all of the assets and rights of the Company that were used in the conduct of its business as conducted as of the date of the Interim Balance Sheet, a Target Group Company is in possession of and has good and marketable title to, or valid leasehold interests in or valid rights under Contract subject to use, the machinery, equipment, furniture, fixtures, and other tangible personal property and assets owned, leased or used by a Target Group Company, free and clear of all Encumbrances (other than Permitted Encumbrances). The machinery, equipment, furniture, fixtures and other tangible personal property and assets owned, leased or used by a Target Group Company such changes as have been maintained occurred in the ordinary course of business. All of the tangible, personal property assets of the Company, including the furniture, fixtures, machinery, equipment, vehicles and leasehold improvements, if any, are in good operating condition and repair, ordinary wear and tear excepted, are free of material defect and have been maintained, in all material respects, in accordance with industry practice, and are not in need of maintenance or repair, except for routine maintenance or repairs that are not material in nature or cost. All of the assets and rights of the Company constitute all of the assets and rights necessary and sufficient for the continued conduct of the Company’s business after the Closing in the same manner as conducted immediately prior to the Closing, are adequate for the uses to which they are each is presently being put, are in good operating condition and repair (normal wear and tear excepted and consistent with age) and are sufficient to operate the Business put in the ordinary course consistent with past practice. (d) Except as set forth on Section 4.09(d) Company’s business, and constitute all of the Sellers’ Disclosure Scheduleassets and rights necessary to conduct the Company’s business as currently conducted. The Company has good title to, or a valid leasehold interest in, or with respect to licensed assets, a valid license to use, all buildingstangible personal property used or held for use by the Company in connection with the conduct of its business, structures, improvements, fixtures, building systems free and equipment, and clear of all components thereof, included in the Target Company Real Property (the Improvements) are in good condition and repair (normal wear and tear excepted and consistent with age) and sufficient for the operation of the Business in the ordinary course consistent with past practiceLiens other than Permitted Liens.

Real Property; Personal Property. (a) No Target Group The Company owns fee simple has a valid leasehold (or subleasehold) interest in, all Real Property and has good and valid title to or a valid leasehold interest in all tangible personal property and other assets reflected in the Company Financial Statements or acquired after the date of the Company Balance Sheet, other than properties and assets sold or otherwise disposed of in the ordinary course of business since the date of the Company Balance Sheet, free and clear of all Liens except for Permitted Liens and other matters, whether or not of record, which do not materially affect the continued use of the applicable property for the purposes for which such property is currently being used by the Company as of the date hereof. The Company does not own any interest in any real propertyproperty other than the leasehold interests created in each parcel of Real Property disclosed on Section 4.14(b) of the Company Disclosure Schedule, which lists the street address of each parcel of leased Real Property. (b) Section 4.09(b4.14(b) of the Sellers’ Company Disclosure Schedule sets forth a true and complete and accurate list as of each lease, sublease or license pursuant the date hereof of all Real Property leases to which the Company is a Target Group Company leases, subleases or licenses an interest in real property from any other Person party (whether as a tenant, subtenant or licensee) (collectively, the Leased “Real Property, and sometimes referred to in this Agreement as the Target Company Real PropertyProperty Leases”). Each Target Group The Company has a valid and subsisting leasehold estate, sublease, or license, as applicable, in each parcel of Leased Real Property listed for such Target Group Company on Section 4.09(b) of the Seller’s Disclosure Schedule for the full term of the respective lease free and clear of any Encumbrances other than Permitted Encumbrances, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. All of the leases for each parcel of Leased Real Property are in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and no Target Group Company, nor, to the Sellers’ Knowledge, any third party is in default or breach under any lease for Leased Real Property. The Sellers have made available to the Purchaser in the Data Room a true true, correct and complete copy AGREEMENT AND PLAN OF MERGER 31 copies of each lease for Leased the Real Property described on Section 4.09(b) of the Seller’s Disclosure Schedule. Except as set forth on Section 4.09(b) of the Seller’s Disclosure ScheduleLeases, no Target Group Company is a sublessor under including any sublease affecting all amendments or any part of any Leased Real Propertymodifications thereto or extensions or terminations thereof. (c) Except as set forth on Section 4.09(c) The Company is not in breach of, or in default under, any Real Property Lease, and to the Knowledge of the Sellers’ Disclosure Schedule, a Target Group Company no landlord under any Real Property Lease is in possession breach of or default under any Real Property Lease. Each Real Property Lease is a valid and has good binding obligation of the Company and, to the Knowledge of the Company, of each landlord thereto and marketable title to, or valid leasehold interests is in or valid rights under Contract to usefull force and effect. The Company, the machinerySpokane Landlord and its current lender have duly executed and acknowledged a Subordination, equipmentNon-Disturbance and Attornment Agreement that correctly identifies the Spokane Real Property Lease, as amended. (d) The buildings, plants, structures, furniture, fixtures, and other tangible personal property and assets owned, leased or used by a Target Group Company, free and clear of all Encumbrances (other than Permitted Encumbrances). The machinery, equipment, furniture, fixtures vehicles and other items of tangible personal property and assets owned, leased or used by a Target Group of the Company have been maintained in the ordinary course of business, are adequate for the uses to which they are being put, are in good operating condition and repair (normal ordinary wear and tear excepted excepted), and consistent with age) none of such items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are sufficient to operate the Business not material in the ordinary course consistent with past practicenature or cost. (de) Except as set forth on Section 4.09(d) of the Sellers’ Disclosure ScheduleThe buildings, all buildingsplants, structures, improvementsfurniture, fixtures, building systems and machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company, together with all components thereofother properties and assets of the Company, included in the Target Company Real Property (the Improvements) are in good condition and repair (normal wear and tear excepted and consistent with age) and sufficient for the operation conduct of the Business in Company’s business and constitute all of the ordinary course consistent with past practicerights, property and assets necessary to conduct the Company’s business as currently conducted.