Common use of Real Property; Tangible Personal Property Clause in Contracts

Real Property; Tangible Personal Property. (a) Schedule 3.10(a) sets forth a list of all real property leases to which the Company, any of its Subsidiaries or Seller (in the case of Seller, to the extent such real property leases are primarily related to the Business) is a party or by which any of them is bound as of the date of this Agreement (each, a “Real Property Lease”). No party has a right to occupy any of the premises subject to a Real Property Lease (the “Company Real Property”) except for Seller, the Company or the Company’s Subsidiaries. (b) Schedule 3.10(b) sets forth a list of all real property owned by the Company or any of its Subsidiaries as of the date of this Agreement (the “Company Owned Property”). The Company Real Property and the Company Owned Property constitute all real property currently used in connection with the Business. Except as would not materially and adversely affect the ability of the Company or any Subsidiary of the Company to operate the Business as it is being conducted as of the date of this Agreement, there are no structural, electrical, mechanical or other defects in any improvements located on any of the Company Real Property. There are no pending, or, to the Knowledge of Seller, threatened condemnation or eminent domain actions or proceedings, or any special assessments or other activities of any public or quasi-public body that are reasonably likely to adversely affect the Company Real Property. (c) Seller, the Company and each of the Company’s Subsidiaries has good and marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible personal property and assets used or held for use in the Business that are material to the Company and its Subsidiaries, taken as a whole, free and clear of any Liens, except for Permitted Liens. All such items of tangible personal property which are material to the operation of the Business, taken as a whole, are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Real Property; Tangible Personal Property. (a) Section 2.17(a)(i) of the Company Disclosure Schedule 3.10(a) sets forth a complete list of all real property leases to which the Company, any of its Subsidiaries or Seller (in the case of Seller, to the extent such real property leases are primarily related to the Business) is a party or by which any of them is bound as of the date of this Agreement (each, a “Real Property Lease”). No party has a right to occupy any of the premises subject to a Real Property Lease (the “Company Real Property”) except for Seller, the Company or the Company’s Subsidiaries. (b) Schedule 3.10(b) sets forth a list of all real property owned by the Company or any of its Subsidiaries as of the date of this Agreement (the “Company Owned Real Property”). The Section 2.17(a)(ii) of the Company Disclosure Schedule sets forth a complete list of the Leased Real Property and the Company Owned Property constitute all real property currently used in connection with the Business. Except as would not materially and adversely affect the ability a description of the Company or any Subsidiary terms of the Company to operate the Business as it is being conducted as each Lease Agreement with respect thereto which has annual aggregate lease payments in excess of the date of this Agreement, there are no structural, electrical, mechanical or other defects in any improvements located on any of the Company Real Property. There are no pending, or, to the Knowledge of Seller, threatened condemnation or eminent domain actions or proceedings, or any special assessments or other activities of any public or quasi-public body that are reasonably likely to adversely affect the Company Real Property$100,000. (cb) Seller, the Company and each of the Company’s Subsidiaries has good and marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible personal property and assets used or held for use in the Business that are material to the Company and its Subsidiaries, taken as a whole, free and clear of any Liens, except for Permitted Liens. All such items of tangible personal property which are material to the operation of the Business, taken as a whole, are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) except Except as would not reasonably be expected to be material to the business of the Company or any of its Subsidiaries: (i) the Company or one of its Subsidiaries owns good and marketable title to the Owned Real Property, free and clear of all Liens; (ii) the Company and/or one of its Subsidiaries, as the case may be, has a valid and binding leasehold interest in, and enjoys peaceful possession of, the Leased Real Property; (iii) each Lease Agreement is valid, binding and enforceable in accordance with its terms; (iv) the Company and its Subsidiaries hold their respective interests in the leasehold estates in the Leased Real Property free and clear of all Liens; (v) neither the Company nor any of its Subsidiaries has transferred or assigned any interest in any Lease Agreement, nor has the Company or any of its Subsidiaries subleased or otherwise granted any rights of use or occupancy of any Owned Real Property or Leased Real Property to any Person; (vi) the Owned Real Property and the Leased Real Property, together with any easements appurtenant thereto or similar rights held by the Company and its Subsidiaries, taken include all of the material real property necessary and sufficient for the conduct of the business of the Company and its Subsidiaries, as conducted on the date hereof; (vii) the Owned Real Property and Leased Real Property (including the related improvements that are used in the operations of the business of the Company and each of its Subsidiaries) are in good operating condition and repair, subject to normal wear and tear, are adequate for the uses to which they are being put and have been maintained and serviced in accordance with prudent practice and in compliance with all applicable Legal Requirements; (viii) to the Knowledge of the Company, (x) there are no existing defaults by any party under any Lease Agreement and (y) no event has occurred that (with the giving of notice, lapse of time or both) would constitute a wholedefault by any party under any Lease Agreement; and (ix) neither the Company nor any of its Subsidiaries is engaged in any negotiation for the reviewing of the rent payable under any Lease Agreement other than in the ordinary course of business consistent with past practice. (c) The Company and each of its Subsidiaries have good and marketable title to all of their respective material properties and assets, including all the properties and assets reflected on the Interim Balance Sheet or acquired after the Interim Balance Sheet Date, free and clear of all Liens. The property and equipment of the Company and each of its Subsidiaries that are used in the operations of the business of the Company and each of its Subsidiaries are in good operating condition and repair, subject to normal wear and tear, are adequate for the uses to which they are being put and have been maintained and serviced in accordance with prudent practice and in compliance in all material respects with all applicable Legal Requirements. All material properties used in the operations of the Company and each of its Subsidiaries are reflected in the Interim Balance Sheet to the extent GAAP requires the same to be reflected, except for such properties as were acquired after the date thereof. All material real property acquired after the Interim Balance Sheet Date is set forth in Section 2.17(c) of the Company Disclosure Schedule.

Real Property; Tangible Personal Property. (a) Schedule 3.10(a4.7(a) sets forth a complete and accurate list of all real property leases to which the Company, any of its Subsidiaries or Seller (in the case of Seller, to the extent such real property leases are primarily related to the Business) is a party or by which any of them is bound as of the date hereof of this Agreement all of the real property owned by members of the Company Group (eachsuch real property, a collectively, the “Owned Real Property LeaseProperty”). No party The Company Group has a right good and valid, fee simple title to occupy the Owned Real Property free and clear of any Liens other than Permitted Liens. The Company has delivered or made available to Investor, prior to the date hereof, true, correct and complete copies of the premises subject to a most recent title insurance policies, title insurance commitments, title reports and surveys for the Owned Real Property Lease (the “Company Real Property”) except for Seller, in the Company or the CompanyGroup’s Subsidiariespossession. (b) Schedule 3.10(b4.7(b) sets forth contains a complete and accurate list of all real property owned by the Company or any of its Subsidiaries as of the date hereof of this Agreement (i) all real property leased, subleased or licensed by the members of the Company Group as lessees, sublessees or licensees (such real property, collectively, the “Leased Real Property,” and together with the Owned Real Property, the “Real Property” ), and (ii) all leases, subleases and licenses of the Leased Real Property under which any member of the Company Owned PropertyGroup is the tenant, subtenant or licensee with respect to the Leased Real Property and all subleases and licenses of the Leased Real Property under which any member of the Company Group is the sublandlord or licensor with respect to the Leased Real Property (all such leases, subleases and licenses and any related documents listed or required to be listed on Schedule 4.7(b), collectively, in each case, as the same may have been amended, supplemented or otherwise modified, the “Leases”). The Company Real Property and the Company Owned Property constitute all real property currently used in connection with the Business. Except as would not materially and adversely affect the ability members of the Company Group have valid leasehold interests in the Leased Real Property free and clear of any Liens other than Permitted Liens, except where the failure to have such valid leasehold interests would not, individually or any Subsidiary in the aggregate, reasonably be expected to be material to the Company Group, taken as a whole. The Company has delivered or made available to Investor, prior to the date hereof, true, correct and complete copies of all Leases. With respect to the Leases, except as set forth on Schedule 4.7(b), none of the members of the Company to operate the Business as it is being conducted as of the date of this Agreement, there are no structural, electrical, mechanical or other defects in any improvements located on any of the Company Real Property. There are no pending, Group or, to the Knowledge of Sellerthe Company, threatened condemnation any other party to any Lease is in breach thereof or eminent domain actions default thereunder, except for such breaches and defaults as to which requisite waivers or proceedingsconsents have been obtained or which would not, individually or any special assessments or other activities in the aggregate, reasonably be expected to be material to the operation of any public or quasi-public body that are reasonably likely to adversely affect the business of the Company Real PropertyGroup, taken as a whole. (c) SellerExcept as set forth on Schedule 4.7(c), there have been no dispositions of European lease rights (i.e., key money dispositions) under the Leases in the past twelve (12) months. (d) The Real Property comprises all the Company Group’s real (immovable) property and each interest in real (immovable) property, real (immovable) property leaseholds and real (immovable) property subleaseholds, all buildings and other improvements thereon and other real (immovable) property interests used in the conduct of the Company’s Subsidiaries has business of the Company Group as now conducted. (e) Members of the Company Group have good title or a valid and marketable title to, or, in the case of leased properties and assets, valid enforceable leasehold interests in, interest to all of its the material items of tangible personal property and assets (including equipment) used or held for use in the Business that are material to business of the Company Group (except as sold, disposed of or transferred after the date hereof in the ordinary course of business consistent with past practice and its Subsidiaries, taken as a wholenot in violation of this Agreement), free and clear of any Liens, except for Liens other than Permitted Liens. All such items of tangible personal property which are material to the operation of the Business, taken as a whole, are in good operating condition and in a state of good maintenance and repair (ordinary repair, subject to normal wear and tear excepted) tear, and are not obsolete, dangerous or in need of renewal or replacement, except as would not reasonably be expected to be material to for renewal or replacement in the Company and its Subsidiaries, taken as a wholeordinary course of business consistent with past practice.

Real Property; Tangible Personal Property. (a) Schedule 3.10(a) sets forth a list of all real property leases to which the Company, any of its Subsidiaries or Seller (in the case of Seller, to the extent such real property leases are primarily related to the Business) is a party or by which any of them is bound as No member of the date of this Agreement (each, a “Company Group owns any Real Property Lease”)Property. No party has a right to occupy any None of the premises subject to a Real Property Lease (the “Company Subsidiaries leases any Real Property”) except for Seller, the Company or the Company’s Subsidiaries. (b) Schedule 3.10(b4.10(b) sets forth a list of all real property owned lists the Real Property leased by the Company (collectively, the “Leased Real Property”), as well as each lease agreement pursuant to which the Company leases or subleases any of its Subsidiaries as of the date of this Agreement Leased Real Property (the “Company Owned PropertyLeases”). Seller has made available to Buyer complete and accurate copies of the Leases (as amended), other than that the Office Lease Sublease has been redacted. With respect to each such Lease: (i) Such Lease is in full force and effect and valid and enforceable in accordance with its terms, subject to the Enforceability Exceptions; (ii) The Company Real Property is not in breach or default under such Lease, and to the Company Owned Property constitute all real property currently used Knowledge of Seller, no other party to such Lease is in connection with the Business. Except as would not materially and adversely affect the ability of the Company breach or any Subsidiary of the Company to operate the Business as it is being conducted as of the date of this Agreementdefault thereof, there are no structural, electrical, mechanical or other defects in any improvements located on any of the Company Real Property. There are no pending, ornor, to the Knowledge of Seller, threatened condemnation does there exist any condition upon the passage of time or eminent domain actions the giving of notice (or proceedingsboth) that would or would reasonably be expected to result in a violation or breach of, or constitute a default under, any special assessments or other activities Lease; (iii) Other than the assignment of any public or quasi-public body that are reasonably likely the Office Lease and the Office Lease Sublease to adversely affect Seller as provided in Section 7.15, the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered its leasehold or subleasehold interest under any such Lease and the Company has not received any notice from any other party to any Lease for any Leased Real Property of the termination or the proposed termination thereunder; and (iv) The Company holds a valid and existing leasehold interest under each Lease, free and clear of all Liens, other than Permitted Liens. (c) Except as set forth on Schedule 4.10(c), each material item of Tangible Property of the Company Group is located at the Leased Real Property. (cd) SellerThe items of the Tangible Property of the Company Group have been maintained in all material respects in accordance with the Company Group’s normal practice and are in usable condition for the operation of the business of the Company Group, ordinary wear and tear and aging excepted. Taking into account the services to be provided to the Company Group pursuant to the Transition Services Agreement, the Company Tangible Property is adequate and each sufficient in all material respects for the conduct of the Company’s Subsidiaries Business as presently conducted. (e) The Company or a Subsidiary has good and marketable valid title to, or, in the case of leased properties and assets, or a valid leasehold interests interest in, all of its tangible personal property and assets the Tangible Property used or held for use in the Business that are material to by the Company and its Subsidiaries, taken as a wholeGroup, free and clear of any Liens, except for other than Permitted Liens. All such items of tangible personal property which are material to the operation of the Business, taken as a whole, are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Real Property; Tangible Personal Property. (a) Schedule 3.10(a) sets forth a list of all Seller does not own any real property leases relating to which the CompanyBusiness. Except as set forth on Schedule 4.7 of the Disclosure Schedules, any of its Subsidiaries or Seller (is the tenant under Leases to the Real Property. Assuming the due authorization, execution and delivery by the other parties thereto, the Leases are valid, binding and in full force and effect. To the case Knowledge of Seller, no default or breach has occurred under any Lease which has not been cured, and no event has occurred which, with the passage of time or giving of notice or both, would constitute a breach or default thereunder by Seller. There are (i) no subleases or subtenants of the Real Property leased by Seller pursuant to the extent such real property leases are primarily related to the BusinessLeases, and (ii) is a party or by which any of them is bound as of the date of this Agreement (each, a “Real Property Lease”). No party has a right to occupy no tenants holding over at any of the premises subject to a Real Property Lease (leased by Seller pursuant to the “Company Real Property”) except for Seller, the Company or the Company’s SubsidiariesLease. (b) Schedule 3.10(b) sets forth a list of all real property owned by the Company or any of its Subsidiaries as of the date of this Agreement (the “Company Owned Property”). The Company Real Property and the Company Owned Property constitute all real property currently used in connection with the Business. Except as would not materially and adversely affect the ability of the Company or any Subsidiary of the Company to operate the Business as it is being conducted as of the date of this Agreement, there are no structural, electrical, mechanical or other defects in any improvements located on any of the Company Real Property. There are no pending, or, to To the Knowledge of Seller, threatened condemnation (i) except as reserved for in the Net Assets Statement, the Inventory held for sale that is part of the Acquired Assets is in good merchantable condition, suitable for the purposes intended and does not consist of, in any material amount, items that are obsolete, damaged, defective or eminent domain actions slow-moving, the Inventory consisting of components and parts held for assembly into Inventory to be held for sale that is part of the Acquired Assets is suitable for the purposes intended and does not consist of, in any material amount, items that are obsolete, damaged or proceedingsdefective and the Inventory that is held for Seller’s own consumption or use, such as supplies, spare parts for Equipment, and the like, does not consist of, in any material amount, items that are obsolete, damaged, or any special assessments or defective, and (ii) the Equipment and other activities tangible personal property other than Inventory that is a part of any public or quasi-public body that are reasonably likely to adversely affect the Company Real PropertyAcquired Assets is in good repair and good operating condition, ordinary wear and tear excepted. (c) Seller, the Company and each The book value of the Company’s Subsidiaries has good property, plant and marketable title toequipment reflected on the Net Assets Statement (exclusive of depreciation accrued since May 31, or, 2006) is US$3,781,578. There will be no reduction in the case of leased properties and assets, valid leasehold interests in, all of its tangible personal property and assets used or held for use in the Business that are material to the Company and its Subsidiaries, taken as a whole, free and clear of any Liens, except for Permitted Liens. All such items of tangible personal property which are material to the operation aggregate net book value of the Businessproperty plant and equipment reflected on the Net Assets Statement (using consistent accounting and valuation principles) between the Statement Date and the Effective Time in excess of US$25,000, taken as a whole, are in good condition and in a state exclusive of good maintenance and repair (ordinary wear and tear excepted) except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a wholedepreciation.