Common use of Real Property; Title to Assets Clause in Contracts

Real Property; Title to Assets. (a) Section 3.13(a) of the Disclosure Schedule lists each parcel of real property currently owned by the Company or any Subsidiary. Each parcel of real property owned by the Company or any Subsidiary (i) is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “Liens”), other than (A) Liens for Taxes not yet due and payable, or, if due, (1) not delinquent or (2) being contested in good faith by appropriate proceedings during which collection or enforcement against the property is stayed; (B) inchoate mechanics’ and materialmen’s Liens for construction in progress; (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Subsidiary; (D) title retention or security interests under conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (E) Liens related to purchase money obligations; (F) all matters of record; and (G) Liens and other imperfections of title and encumbrances that would not, individually or in the aggregate, have a material adverse effect on the Company’s or any Subsidiary’s, as the case may be, ability to occupy and utilize such property as currently occupied or utilized(collectively, “Permitted Liens”), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed.

Real Property; Title to Assets. (a) Section 3.13(a3.13(a)(i) of the Company Disclosure Schedule lists each parcel of real property currently owned by the Company or any SubsidiarySubsidiary and sets forth the Company or the applicable Subsidiary owning such properties (collectively, the "OWNED REAL PROPERTIES"). Each Section 3.13(a)(ii) of the Company Disclosure Schedule lists each parcel of real property owned currently ground leased by the Company or any Subsidiary (icollectively, the "GROUND LEASED PROPERTIES"; the Ground Leased Properties together with the Owned Properties, collectively, the "PROPERTIES") is owned and sets forth the Company or the Subsidiary holding such leasehold interest, with the name of the lessor and the date of the lease, any subleases and assignments, any guarantees given and each amendment to any of the foregoing (collectively, the "GROUND LEASES"). The Company or the applicable Subsidiary set forth on Section 3.13(a)(i) of the Company Disclosure Schedule owns fee simple title to the Owned Real Properties and the Company or the applicable Subsidiary set forth on Section 3.13(a)(ii) of the Company Disclosure Schedule owns leasehold title to the Ground Leased Properties, in each case, free and clear of all mortgages, pledges, liens, restrictions security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, including any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “Liens”"LIENS"), other than (Ai) Liens for Taxes current taxes and assessments not yet due and payable, or, if due, (1) not delinquent or (2) being contested in good faith by appropriate proceedings during which collection or enforcement against the property is stayed; (Bii) inchoate mechanics’ ' and materialmen’s 's Liens for construction in progress; , (Ciii) the Mortgages (iv) all matters of record and other Liens which are disclosed in the Title Policies (as defined below) that the Company has made available to Parent, and (v) to the extent such Liens would not reasonably be expected to have a Company Material Adverse Effect, (A) workmen’s's, repairmen’s's, warehousemen’s 's and carriers’ ' Liens arising in the ordinary course of business of the Company or such Subsidiary; Subsidiary consistent with past practice, (D) title retention or security interests under conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (E) Liens related to purchase money obligations; (FB) all matters of record; , and (GC) all Liens and other imperfections of title and encumbrances that are typical for the applicable property type and locality and which would notnot reasonably be expected to materially interfere with the conduct of the business of the Company (collectively, individually or in "PERMITTED LIENS"). None of the aggregate, have a material adverse effect on the Company’s or any Subsidiary’s, as the case may be, ability to occupy and utilize such property as currently occupied or utilized(collectively, “Permitted Liens”), and (ii) Properties is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefortherefore, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. Neither the Company nor any Subsidiary has violated any material covenants, conditions or restrictions affecting any Properties which violations would reasonably be expected to have a Company Material Adverse Effect.

Real Property; Title to Assets. (a) Section 3.13(a) of the Company Disclosure Schedule lists each parcel of real property (including submerged land) currently owned by the Company or any Subsidiary. Each parcel of real property owned by Subsidiary and sets forth the Company or any the applicable Subsidiary owning such properties (icollectively, the “Owned Real Properties”). The Company or the applicable Subsidiary set forth on Section 3.13(a) is owned of the Company Disclosure Schedule owns fee simple title to the Owned Real Properties, free and clear of all mortgages, pledges, liens, restrictions, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, including any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “Liens”), other than (Ai) as set forth in Section 3.13(a) of the Company Disclosure Schedule, (ii) Liens for Taxes current taxes and assessments not yet due and payable, or, if due, (1) not delinquent or (2) being contested in good faith by appropriate proceedings during which collection or enforcement against the property is stayed; (Biii) inchoate mechanics’ and materialmen’s Liens for construction in progress; , and (Civ) to the extent such Liens would not reasonably be expected to have a Company Material Adverse Effect, (A) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Subsidiary; Subsidiary consistent with past practice, (D) title retention or security interests under conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (E) Liens related to purchase money obligations; (FB) all matters of record; , and (GC) all Liens and other imperfections of title and encumbrances that are typical for the applicable property type and locality and which would not, individually or in not reasonably be expected to materially interfere with the aggregate, have a material adverse effect on conduct of the Company’s or any Subsidiary’s, as business of the case may be, ability to occupy and utilize such property as currently occupied or utilized(collectivelyCompany (collectively, “Permitted Liens”), and (ii) . None of the Properties is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. Neither the Company nor any Subsidiary has violated any material covenants, conditions or restrictions affecting any Properties (as defined below) which violations would have a Company Material Adverse Effect.

Real Property; Title to Assets. (a) Section 3.13(a) of the Company Disclosure Schedule lists each parcel of real property (including submerged land) currently owned by the Company or any Subsidiary. Each parcel of real property owned by Subsidiary and sets forth the Company or any the applicable Subsidiary owning such properties (icollectively, the "Owned Real Properties"). The Company or the applicable Subsidiary set forth on Section 3.13(a) is owned of the Company Disclosure Schedule owns fee simple title to the Owned Real Properties, free and clear of all mortgages, pledges, liens, restrictions, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, including any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “"Liens”"), other than (Ai) Liens for Taxes current taxes and assessments not yet due and payable, or, if due, (1) not delinquent or (2) being contested in good faith by appropriate proceedings during which collection or enforcement against the property is stayed; (Bii) inchoate mechanics’ ' and materialmen’s 's Liens for construction in progress; , and (Ciii) to the extent such Liens would not reasonably be expected to have a Company Material Adverse Effect, (A) workmen’s's, repairmen’s's, warehousemen’s 's and carriers’ ' Liens arising in the ordinary course of business of the Company or such Subsidiary; Subsidiary consistent with past practice, (D) title retention or security interests under conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (E) Liens related to purchase money obligations; (FB) all matters of record; , and (GC) all Liens and other imperfections of title and encumbrances that are typical for the applicable property type and locality and which would notnot reasonably be expected to materially interfere with the conduct of the business of the Company (collectively, individually or in the aggregate, have a material adverse effect on the Company’s or any Subsidiary’s, as the case may be, ability to occupy and utilize such property as currently occupied or utilized(collectively, “"Permitted Liens”"), and (ii) . None of the Properties is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefortherefore, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. Neither the Company nor any Subsidiary has violated any material covenants, conditions or restrictions affecting any Properties (as defined below) which violations would reasonably be expected to have a Company Material Adverse Effect.

Real Property; Title to Assets. (a) Section 3.13(a) of Except as would not be material to the Disclosure Schedule lists Purchaser and its Subsidiaries, taken as a whole, with respect to each parcel of real property currently owned by the Company or any Subsidiary. Each parcel of real property owned by the Company or any Subsidiary Owned Real Property: (i) is owned the relevant Purchaser Group Company has good and marketable title, validly granted land use rights or building ownership rights, as applicable, to such Owned Real Property, free and clear of all mortgagesLiens, pledgesexcept Permitted Liens, liens, security interests, conditional and installment sale agreements, encumbrances, charges (ii) no Purchaser Group Company has leased or other claims of third parties of otherwise granted to any kind, including, without limitation, any easement, person the right of way to use or other encumbrance to title, occupy such Owned Real Property or any optionportion thereof, right of first refusal(iii) there are no outstanding options, or right rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein, and (collectivelyiv) the relevant Purchaser Group Company is the only party in possession of such Owned Real Property. No Purchaser Group Company is a party to any Contract, “Liens”)agreement or option to purchase any material real property or interest therein. The land use rights relating to the Owned Real Property have been obtained from a competent Governmental Authority in compliance in all material respects with applicable PRC Law, other than all amounts (A) Liens for Taxes not yet due and payable, orincluding, if dueapplicable, (1land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in full and such land use rights are not delinquent or (2) being contested in good faith by appropriate proceedings during which collection or enforcement against subject to any restrictions that would materially interfere with the property is stayed; (B) inchoate mechanics’ and materialmen’s Liens for construction in progress; (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business operation of the Company or such Subsidiary; (D) title retention or security interests under conditional sales contracts and equipment leases with third parties entered into in Purchaser Group Companies as currently conducted as of the ordinary course of business; (E) Liens related to purchase money obligations; (F) all matters of record; and (G) Liens and other imperfections of title and encumbrances that date hereof. Except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Purchaser Material Adverse Effect, (1) the Company’s relevant Purchaser Group Company has duly complied in all respects with all of the terms and conditions of, and all of its obligations under, the relevant land use rights contract or real property purchase contract in relation to any Subsidiary’sOwned Real Property owned by it (including the obligations to develop the land in accordance with the schedules provided under relevant land grant contracts), as (2) the case may beOwned Real Property remains in conformity with all applicable building codes and standards, ability to occupy and utilize such property as currently occupied fire prevention, safety, planning or utilized(collectively, “Permitted Liens”)zoning Law, and (ii3) is neither no Purchaser Group Company has been subject to any governmental decree fine or order to be sold nor is being condemned, expropriated or otherwise taken other penalty imposed by any public authority Governmental Authority (including any penalty imposed due to idleness of land or failure to develop the land in accordance with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposedschedules provided under relevant land grant contracts).

Real Property; Title to Assets. (a) Section 3.13(a4.13(a) of the Disclosure Schedule lists each parcel of real property currently owned by the Company or any Company Subsidiary. Each such parcel of real property owned by the Company or any Subsidiary (i) is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, including any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer or similar right (collectively, “Liens”), other than (A) Liens for current Taxes and other governmental charges and assessments not yet due and payable, or, if due, (1) not delinquent payable or (2) that are being contested in good faith by appropriate proceedings during or for which collection or enforcement against the property is stayed; adequate reserves have been established in accordance with GAAP, (B) inchoate mechanics’ and materialmen’s Liens for construction in progress; , (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Subsidiary; Company Subsidiary consistent with past practice, (D) title retention or security interests under conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (E) Liens related to purchase money obligations; (F) all matters of record; and (G) , Liens and other imperfections of title and encumbrances that would not, individually or in not materially impair the aggregate, have a material adverse effect on the Company’s or any Subsidiary’s, as the case may be, ability to occupy continued use and utilize utility of such property as currently occupied or utilized(collectivelyencumbered thereby, (E) zoning restrictions, survey exceptions, utility easements, rights of way and similar Liens imposed by any Governmental Authority, (F) interests of any lessee in any leased property, (G) transfer restrictions imposed by applicable securities Laws and (H) Liens that do not materially adversely affect the use and enjoyment of such real property (collectively, “Permitted Liens”), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed.

Real Property; Title to Assets. (a) Section 3.13(a3.12(a) of the EBC Disclosure Schedule lists each parcel of real property (including submerged land) currently owned by the Company or any Subsidiary. Each parcel of real property owned by the Company EBC or any Subsidiary and sets forth EBC or the applicable Subsidiary owning such properties (icollectively, the “Owned Real Properties”). EBC or the applicable Subsidiary set forth on Section 3.12(a) is owned of the EBC Disclosure Schedule owns fee simple title to the Owned Real Properties, free and clear of all mortgages, pledges, liens, restrictions, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, including any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “Liens”), other than (Ai) Liens for Taxes current taxes and assessments not yet due and payable, or, if due, (1) not delinquent or (2) being contested in good faith by appropriate proceedings during which collection or enforcement against the property is stayed; (Bii) inchoate mechanics’ and materialmen’s Liens for construction in progress; , (Ciii) to the extent such Liens would not reasonably be expected to have a EBC Material Adverse Effect, (A) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course Ordinary Course of business Business of the Company EBC or such Subsidiary; Subsidiary consistent with past practice, (D) title retention or security interests under conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (E) Liens related to purchase money obligations; (FB) all matters of record; and , (GC) all Liens and other imperfections of title and encumbrances that are typical for the applicable property type and locality and which would not, individually or not reasonably be expected to materially interfere with the conduct of the business of EBC in the aggregateOrdinary Course of Business, have a material adverse effect on and (iv) those Liens listed at Section 3.12(a) of the Company’s or any Subsidiary’sEBC Disclosure Schedule, as the case may be, ability to occupy and utilize such property as currently occupied or utilized(collectively(collectively, “Permitted Liens”), and (ii) . None of the Properties is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefortherefore, nor, to the knowledge of the CompanyEBC, has any such condemnation, expropriation or taking been proposed. Neither EBC nor any Subsidiary has violated any material covenants, conditions or restrictions affecting any Properties (as defined below) which violations would reasonably be expected to have a EBC Material Adverse Effect.

Real Property; Title to Assets. (a) Section 3.13(a) of the Disclosure Schedule lists each parcel of real property currently owned by the Company or any Subsidiary. Each parcel of real property owned by the Company or any Company Subsidiary (i) is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “Liens”), other than (A) material Liens for Taxes not yet due and payable, or, if due, (1) not delinquent or (2) being contested in good faith by appropriate proceedings during which collection or enforcement against the property is stayed; (B) inchoate mechanics’ and materialmen’s Liens for construction in progress; (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Subsidiary; (D) title retention or security interests under conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (E) Liens related to purchase money obligations; (F) all matters of record; and (G) Liens and other imperfections of title and encumbrances that would not, individually or in the aggregate, have a material adverse effect on the Company’s or any Subsidiary’s, as the case may be, ability to occupy and utilize such property as currently occupied or utilized(collectively, “Permitted Liens”), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, nor has any such condemnation, expropriation or taking been proposed. All current leases and subleases of real property occupied by the Company are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the other party to such lease or sublease, or person in the chain of title to such leased premises. To the Knowledge of the Company, there are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Company Subsidiary for the purposes for which it is currently being used. To the Knowledge of the Company, there are no latent defects or adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Company Subsidiary other than those that would not, individually or in the aggregate, prevent or delay consummation of any of the transactions contemplated hereby or otherwise prevent or delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Material Adverse Effect. To the Knowledge of the Company, each of the Company and the Company Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except for such imperfections of title, if any, that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

Real Property; Title to Assets. (a) Section 3.13(a) The Company and each Company Subsidiary has sole and exclusive, good, clear and marketable title to all its real and personal tangible assets, and interests in such properties and assets, real and personal, reflected in the Financial Statements (except properties, interests in properties and assets sold or otherwise disposed of the Disclosure Schedule lists each parcel of real property currently owned by the Company or any Subsidiary. Each parcel of real property owned by the Company or any Subsidiary (i) is owned free and clear of all mortgagessince July 2, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “Liens”), other than (A) Liens for Taxes not yet due and payable, or, if due, (1) not delinquent or (2) being contested in good faith by appropriate proceedings during which collection or enforcement against the property is stayed; (B) inchoate mechanics’ and materialmen’s Liens for construction in progress; (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising 2005 in the ordinary course of business consistent with past practice), and with respect to material leased properties and assets, valid leasehold interests in such properties and assets, in each case, free and clear of all Liens, imperfections of title, restrictions, encroachments and easements, except (i) liens for current Taxes not yet due and payable and for which appropriate reserves have been taken and reflected in the Company’s latest balance sheet, (ii) such imperfections of title, restrictions, encroachments and easements as do not and are not reasonably likely not to materially detract from or interfere with the use or value of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties and (iii) liens securing debt which is reflected on the Financial Statements (or are readily apparent from the notes thereto). There are no written or oral subleases, licenses, occupancy agreements or other contractual obligations that grant the right of use or occupancy of any real property owned or leased by the Company or such Subsidiary; any Company Subsidiary (D) title retention or security interests under conditional sales contracts and equipment leases with third parties entered into in collectively, the ordinary course of business; (E) Liens related to purchase money obligations; (F) all matters of record; and (G) Liens and other imperfections of title and encumbrances that would not, individually or in the aggregate, have a material adverse effect on the Company’s or any Subsidiary’s, as the case may be, ability to occupy and utilize such property as currently occupied or utilized(collectively, “Permitted LiensReal Property”), and (ii) there is neither subject to any governmental decree or order to be sold nor no person in possession of the Real Property other than the Company and the Company Subsidiaries. There is being condemnedno pending, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, noror, to the knowledge of the Company, has threatened in writing eminent domain, condemnation or similar proceeding affecting any such condemnationReal Property. The property and equipment of the Company and each Company Subsidiary that are used in the operations of business are (i) in good operating condition and repair (subject to typical wear and obsolescence) and (ii) have been maintained in accordance with normal industry practices. Section 3.13 of the Company Disclosure Schedule lists all Real Property, expropriation including (A) with respect to owned Real Property, the property address, and, where applicable, property identification number and (B) with respect to leased Real Property, the lease pursuant to which the Real Property is leased or taking been proposeda general description of the leased property.

Real Property; Title to Assets. (a) Section 3.13(a3.12(a) of the Disclosure Schedule Letter lists each parcel of real property currently owned by the Company or any Company Subsidiary. Each such parcel of real property owned by the Company or any Subsidiary (i) is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, including any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer or similar right (collectively, “Liens”), other than (A) Liens for current Taxes and other governmental charges and assessments not yet due and payable, or, if due, (1) not delinquent payable or (2) that are being contested in good faith by appropriate proceedings during or for which collection or enforcement against the property is stayed; adequate reserves have been established in accordance with GAAP, (B) inchoate mechanics’ and materialmen’s Liens for construction in progress; , (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Subsidiary; Company Subsidiary consistent with past practice, (D) title retention or security interests under conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (E) Liens related to purchase money obligations; (F) all matters of record; and (G) , Liens and other imperfections of title and encumbrances that would not, individually or in not materially impair the aggregate, have a material adverse effect on the Company’s or any Subsidiary’s, as the case may be, ability to occupy continued use and utilize utility of such property as currently occupied or utilized(collectivelyencumbered thereby, (E) zoning restrictions, survey exceptions, utility easements, rights of way and similar Liens imposed by any Governmental Authority, (F) interests of any lessee in any leased property, (G) transfer restrictions imposed by applicable securities Laws and (H) Liens that do not materially adversely affect the use and enjoyment of such real property (collectively, “Permitted Liens”), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed.

Real Property; Title to Assets. (a) Section 3.13(a) of the Company Disclosure Schedule lists each parcel of real property currently owned by the Company or any SubsidiarySubsidiary and sets forth the applicable Subsidiary owning such properties (collectively, the "Owned Real Properties"). Each parcel The Company or the applicable Subsidiary set forth on Section 3.13(a) of real property owned by the Company or any Subsidiary (i) is owned Disclosure Schedule owns fee simple title to the Owned Real Properties, free and clear of all mortgages, pledges, liens, restrictions security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, including any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “"Liens”"), other than (Ai) Liens for Taxes current taxes and assessments not yet due and payable, or, if due, (1) not delinquent or (2) being contested in good faith by appropriate proceedings during which collection or enforcement against the property is stayed; (Bii) inchoate mechanics’ ' and materialmen’s 's Liens for construction in progress; , and (Ciii) to the extent such Liens would not reasonably be expected to have a Company Material Adverse Effect, (A) workmen’s's, repairmen’s's, warehousemen’s 's and carriers’ ' Liens arising in the ordinary course of business of the Company or such Subsidiary; Subsidiary consistent with past practice, (D) title retention or security interests under conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (E) Liens related to purchase money obligations; (FB) all matters of record; , and (GC) all Liens and other imperfections of title and encumbrances that are typical for the applicable property type and locality and which would notnot reasonably be expected to materially interfere with the conduct of the business of the Company (collectively, individually or in the aggregate, have a material adverse effect on the Company’s or any Subsidiary’s, as the case may be, ability to occupy and utilize such property as currently occupied or utilized(collectively, “"Permitted Liens”"), and (ii) . None of the Owned Real Property is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefortherefore, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. Neither the Company nor any Subsidiary has violated any material covenants, conditions or restrictions affecting any Properties (as defined below) which violations would reasonably be expected to have a Company Material Adverse Effect.

Real Property; Title to Assets. (a) Section 3.13(a4.11(a) of the Company Disclosure Schedule lists sets forth a true and complete list of each Owned Real Property of the Company and/or its Subsidiaries. The Company or one of its Subsidiaries (i) has good, marketable and insurable fee simple title to each parcel of real property currently owned by Owned Real Property listed in Section 4.11(a) of the Company or any SubsidiaryDisclosure Schedule, free and clear of all Encumbrances, except Permitted Encumbrances, and (ii) owns the buildings, structures, fixtures and improvements thereon free and clear of Encumbrances, except Permitted Encumbrances. Each parcel The Owned Real Property, together with such buildings, structures , fixtures and improvements, constitutes all of the real property owned by the Company or any Subsidiary of its Subsidiaries. Except as to Permitted Encumbrances, with respect to each parcel of Owned Real Property, (i) is owned free and clear except for leases of all mortgagesOwned Real Property as set forth on Section 4.11(a)(i) of the Company Disclosure Schedule, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges neither the Company nor any of its Subsidiaries has leased or other claims of third parties of otherwise granted to any kind, including, without limitation, any easement, Person the right of way to use or other encumbrance to title, occupy such Owned Real Property or any optionportion thereof; (ii) there are no outstanding options, right of first refusal, or right rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein and (collectively, “Liens”), other than (Aiii) Liens for Taxes not yet due and payable, or, if due, (1) not delinquent or (2) being contested in good faith by appropriate proceedings during which collection or enforcement against neither the property is stayed; (B) inchoate mechanics’ and materialmen’s Liens for construction in progress; (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business Company nor any Subsidiary of the Company has received notice or such Subsidiary; (D) title retention has Knowledge of any pending, threatened or security interests under conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (E) Liens related to purchase money obligations; (F) all matters of record; and (G) Liens and other imperfections of title and encumbrances that would not, individually or in the aggregate, have a material adverse effect on the Company’s contemplated condemnation proceeding affecting any Owned Real Property or any Subsidiary’s, as the case may be, ability to occupy and utilize such property as currently occupied or utilized(collectively, “Permitted Liens”), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposedmaterial portion thereof.