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

Real Property; Title to Assets. (a) Section 4.12(a) of the Parent Disclosure Schedule lists each parcel of real property currently owned by Parent or any Parent Subsidiary or owned by Parent or any Parent Subsidiary after January 1, 1999. Each parcel of real property owned by Parent or any Parent Subsidiary (i) is owned free and clear of all Liens, other than 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 Parent, has any such condemnation, expropriation or taking been proposed. (b) Section 4.12(b) of the Parent Disclosure Schedule lists each parcel of real property currently leased or subleased by Parent or any Parent Subsidiary, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by Parent or any Parent Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the "PARENT LEASE DOCUMENTS"). True, correct and complete copies of all Parent Lease Documents have been made available to the Company or its counsel. All such current leases and subleases 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 material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by Parent or any Parent Subsidiary or, to Parent's knowledge, by the other party to such lease or sublease. (c) Except as could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay Parent from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect: (i) there are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by Parent or any Parent Subsidiary for the purposes for which it is currently being used; and (ii) there are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by Parent or any Parent Subsidiary. (d) Each of Parent and the Parent 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 Permitted Liens.

Real Property; Title to Assets. (a) Section 4.12(a) None of the Parent Disclosure Schedule lists each parcel of real property currently owned by Parent TWMH or any Parent TWMH Subsidiary or owned by Parent or owns any Parent Subsidiary after January 1, 1999. Each parcel of real property owned by Parent or any Parent Subsidiary (i) is owned free and clear of all Liens, other than 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 Parent, has any such condemnation, expropriation or taking been proposedproperty. (b) Section 4.12(b) of the Parent TWMH Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, and license pursuant to which TWMH or any TWMH Subsidiary leases, subleases or licenses a real property currently leased or subleased by Parent or any Parent Subsidiary(each, a “Lease”), with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by Parent or any Parent Subsidiary Lease in connection therewith and each material amendment to any of the foregoing (collectively, the "PARENT LEASE DOCUMENTS"“TWMH Lease Documents”). True, correct and complete copies of all Parent TWMH Lease Documents have been made available to SPAC. There are no leases, subleases, concessions or other contracts granting to any person other than TWMH or the Company TWMH Subsidiaries the right to use or its counsel. All occupy any Leased Real Property, and all such current leases and subleases Leases are in full force and effect, are valid and effective enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such leasesLeases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by Parent TWMH or any Parent TWMH Subsidiary or, to Parent's TWMH’s knowledge, by the other party to such lease or sublease. (c) Except Leases, except as could not reasonably be expectedwould not, individually or in the aggregate, reasonably be expected to prevent be material to TWMH and the TWMH Subsidiaries, taken as a whole. Neither TWMH nor any TWMH Subsidiary has subleased, sublicensed or materially delay consummation of otherwise granted to any person any right to use, occupy or possess any portion of the Transactions or otherwise prevent or materially delay Parent from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect: Leased Real Property. (ic) there There are no contractual or legal restrictions that preclude or restrict the ability of TWMH or any TWMH Subsidiary to use any real property owned or leased Leased Real Property by Parent or any Parent Subsidiary such party for the purposes for which it is currently being used; , except as would not, individually or in the aggregate, reasonably be expected to be material to TWMH and (ii) there the TWMH Subsidiaries, taken as a whole. There are no material latent defects or material adverse physical conditions affecting the real propertyLeased Real Property, and improvements thereon, owned other than those that would not, individually or leased by Parent or any Parent Subsidiaryin the aggregate, reasonably be expected to be material to TWMH and the TWMH Subsidiaries, taken as a whole. (d) Each of Parent TWMH and the Parent TWMH Subsidiaries has good legal and valid title to, or, in the case of leased properties Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its material properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any all Liens other than Permitted Liens, except for Permitted Liensas would not, individually or in the aggregate, reasonably be expected to be material to TWMH and the TWMH Subsidiaries, taken as a whole.

Real Property; Title to Assets. (a) Section 4.12(a) of the Parent Greyhound Disclosure Schedule lists each parcel of real property currently owned by Parent Greyhound or any Parent Subsidiary or owned by Parent or any Parent Subsidiary after January 1, 1999Greyhound Subsidiary. Each parcel of real property owned by Parent Greyhound or any Parent Greyhound Subsidiary (i) is owned free and clear of all Liens, other than Permitted Liens, and (ii) is neither subject to any governmental decree or order to be sold nor is not being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of ParentGreyhound, has any such condemnation, expropriation or taking been proposed. (b) Section 4.12(b) of the Parent Greyhound Disclosure Schedule lists the common address of each parcel of real property currently leased or subleased by Parent Greyhound or any Parent Greyhound Subsidiary, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by Parent or any Parent Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the "PARENT LEASE DOCUMENTS"“Greyhound Lease Documents”). True, correct and complete copies of all Parent Lease Documents have been made available to the Company or its counsel. All such current leases and subleases 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 material default or event of default (or event which, with notice or lapse of time, or both, would constitute such a default) by Parent Greyhound or any Parent Greyhound Subsidiary or, to Parent's Greyhound’s knowledge, by the other party to such lease or sublease. (c) Except as could not reasonably be expectedTo Greyhound’s knowledge, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay Parent from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect: (i) there are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by Parent Greyhound or any Parent Greyhound Subsidiary for the purposes for which it is currently being used; and (ii) there are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by Parent or any Parent Subsidiary. (d) Each of Parent Greyhound and the Parent Greyhound 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 material properties and assetsassets (other than Intellectual Property, tangible and intangible, real, personal and mixed, which is covered by Section 4.13 below) used or held for use in its business, free and clear of any Liens, except for Permitted Liens.

Real Property; Title to Assets. (a) Section 4.12(a) of the Parent Disclosure Schedule lists each parcel of The Company does not own any real property currently owned by Parent or any Parent Subsidiary or owned by Parent or any Parent Subsidiary after January 1, 1999. Each parcel of real property owned by Parent or any Parent Subsidiary (i) is owned free and clear of all Liens, other than 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 Parent, has any such condemnation, expropriation or taking been proposedproperty. (b) Section 4.12(b) of the Parent Company Disclosure Schedule lists as of the date of this Agreement the street address of each parcel of Leased Real Property in respect of which the Company or any Company Subsidiary is required to make payments in excess of $5,000 per month, and sets forth a list, as of the date of this Agreement, of each lease, sublease, and license pursuant to which the Company or any Company Subsidiary leases, subleases or licenses any real property currently leased or subleased by Parent and pursuant to which the Company or any Parent SubsidiaryCompany Subsidiary is required to make payments in excess of $5,000 per month (each, a “Lease”), with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by Parent or any Parent Subsidiary Lease in connection therewith and each material amendment to any of the foregoing (collectively, the "PARENT LEASE DOCUMENTS"“Lease Documents”). True, correct and complete copies of all Parent Lease Documents have been made available to SPAC. There are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the Company or its counsel. All Company Subsidiaries the right to use or occupy any Leased Real Property, and (i) all such current leases and subleases Leases are in full force and effect, are valid and effective enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such leasesLeases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by Parent the Company or any Parent Company Subsidiary or, to Parent's the Company’s knowledge, by the other party to such lease or sublease. (c) Except Leases, except as could not reasonably be expectedwould not, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay Parent from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, expected to have a Parent Company Material Adverse Effect: . (ic) Other than due to any actions taken due to any COVID-19 Measures, there are no contractual or legal restrictions that preclude or restrict the ability of the Company or any Company Subsidiary to use any real property owned or leased Leased Real Property by Parent or any Parent Subsidiary such party for the purposes for which it is currently being used; , except as would not, individually or in the aggregate, have not had and (ii) there would not reasonably be expected to have a Company Material Adverse Effect. There are no material latent defects or material adverse physical conditions affecting the real propertyLeased Real Property, and improvements thereon, owned other than those that, individually or leased by Parent or any Parent Subsidiaryin the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (d) Each of Parent the Company and the Parent Company Subsidiaries has good legal and valid title to, or, in the case of leased properties Leased Real Property 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 all Liens other than Permitted Liens, except for Permitted Liensas would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Real Property; Title to Assets. (a) Section 4.12(a) of the Parent Disclosure Schedule lists each parcel of real property currently owned by Parent or any Parent Subsidiary or owned by Parent or any Parent Subsidiary after January 1, 1999. Each parcel of real property owned by Parent or any Parent Subsidiary (i) is owned free and clear of all Liens, other than 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 Parent, has any such condemnation, expropriation or taking been proposed. (b) Section 4.12(b) of the Parent Disclosure Schedule lists each parcel of real property currently leased or subleased by Parent or any Parent Subsidiary, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by Parent or any Parent Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the "PARENT LEASE DOCUMENTSParent Lease Documents"). True, correct and complete copies of all Parent Lease Documents have been made available to the Company or its counsel. All such current leases and subleases 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 material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by Parent or any Parent Subsidiary or, to Parent's knowledge, by the other party to such lease or sublease. (c) Except as could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay Parent from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect: (i) there are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by Parent or any Parent Subsidiary for the purposes for which it is currently being used; and (ii) there are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by Parent or any Parent Subsidiary. (d) Each of Parent and the Parent 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 Permitted Liens.

Real Property; Title to Assets. (a) Section 4.12(a) To the Knowledge of the Parent Disclosure Schedule lists Seller, each parcel of real property currently owned by Parent or any Parent Subsidiary or owned by Parent or any Parent Subsidiary after January 1, 1999. Each parcel of real property owned by Parent LNM or any Parent Material LNM Subsidiary which is material to the ongoing operations of LNM or such Material LNM Subsidiary (the “LNM Owned Real Property”) (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 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 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 Parent, has any such condemnation, expropriation or taking been proposed. (b) Section 4.12(b) of the Parent Disclosure Schedule lists each parcel of real property currently leased or subleased by Parent or any Parent Subsidiary, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by Parent or any Parent Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the "PARENT LEASE DOCUMENTS"). True, correct and complete copies of all Parent Lease Documents have been made available to the Company or its counsel. All such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is Liens that would not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by Parent or any Parent Subsidiary or, to Parent's knowledge, by the other party to such lease or sublease. (c) Except as could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay Parent from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Parent LNM Material Adverse Effect: (i) there are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by Parent or any Parent Subsidiary for the purposes for which it is currently being used; Effect and (ii) there are no material latent defects is not subject to any Order requiring its sale nor is it subject to any condemnation, expropriation, eminent domain or material adverse physical conditions affecting similar proceeding by any Governmental Authority (with or without payment or compensation therefor), nor, to the real propertyKnowledge of the Seller, has any such proceeding been proposed or threatened. To the Knowledge of the Seller, save for Liens referred to in clause (i) of this Section 3.12(a), LNM and improvements thereon, owned or leased by Parent or any Parent Subsidiary. (d) Each of Parent and the Parent Subsidiaries each Material LNM Subsidiary has good and valid title to, or, in the case of leased properties and assetsthe LNM Leased Real Property, valid leasehold or subleasehold interests in, all of its real properties and assets, tangible and intangible, real, personal and mixed, (whether owned or leased) used or held for use in its businessbusiness which are material to the ongoing operations of LNM or such Material LNM Subsidiary. (b) To the Knowledge of the Seller, free and clear there is no material violation of any LiensLaw (including any building, except for Permitted Liensplanning or zoning law) relating to any parcel of LNM Owned Real Property. (c) To the Knowledge of the Seller, neither LNM nor such Material LNM Subsidiary has received any claim of material default with respect to any lease and sublease relating to real property currently leased or subleased by LNM or any Material LNM Subsidiary which is material to the ongoing operations of LNM or any Material LNM Subsidiary (the “LNM Leased Real Property”) and, to the Knowledge of the Seller, neither the execution of this Agreement nor the consummation of the Transactions shall constitute a material default under, give rise to cancellation rights under, or otherwise adversely affect any of the material rights of LNM or any Material LNM Subsidiary under any such lease or sublease.