Common use of Tangible Assets and Real Property Clause in Contracts

Tangible Assets and Real Property. (a) The Company owns or leases all tangible assets and properties which are used in the conduct of its business as currently conducted or which are reflected on the E/Risk Balance Sheet or were acquired since the date of the E/Risk Balance Sheet (the "Material Tangible Assets"). The Material Tangible Assets are in good operating condition and repair. The Company has good and marketable title to all Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the date of the E/Risk Balance Sheet in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except as reflected in the E/Risk Financial Statements and except for liens for current taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all leases of Material Tangible Assets to which the Company is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and general principles of equity and except where failure of such leases to be in full force and effect and valid, binding and enforceable would not have a Material Adverse Effect on the Company. The E/Risk Disclosure Schedule sets forth a true and correct list of all such leases, and true and correct copies of all such leases have been provided to Buyer. (b) The Company owns no real property. The E/Risk Disclosure Schedule sets forth a true and complete list of all real property leased by the Company. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and general principles of equity. True and correct copies all such of real property leases have been provided to Buyer.

Tangible Assets and Real Property. (a) The Company owns Xxxxx and each of its Subsidiaries own or leases lease all tangible assets and properties which are used in material to the conduct of its their respective business as currently conducted or which are reflected on the E/Risk Balance Sheet or were acquired since the date of the E/Risk Balance Sheet (the "“Xxxxx Material Tangible Assets"”). The Material Tangible Assets are in good operating condition Xxxxx and repair. The Company each of its Subsidiaries has good and marketable title to all Xxxxx Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the date of the E/Risk Xxxxx Balance Sheet in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or characterLiens, except as reflected in the E/Risk Financial Statements and except for liens Liens for current taxes Taxes not yet due and payable. Assuming the due execution and delivery thereof by the other parties thereto, all All leases of Xxxxx Material Tangible Assets to which the Company Xxxxx or any of its Subsidiaries is a party are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' ’ rights generally, and (ii) general principles of equity and equity. (b) Neither Xxxxx nor any of its Subsidiaries owns any real property. The real property leased, subleased or otherwise occupied by Xxxxx or any of its Subsidiaries (collectively, the “Xxxxx Facilities”) are not subject to any encumbrances, encroachments, building or use restrictions, exceptions, reservations or limitations, except where failure of such leases those which, individually or in the aggregate, could not reasonably be expected to be in full force and effect and valid, binding and enforceable would not have a Material Adverse Effect on Xxxxx and its Subsidiaries or prevent any continued use of any of the CompanyXxxxx Facilities in the usual and normal conduct of Zoran’s business. The E/Risk Disclosure Schedule sets forth a true and correct list There are no governmental or other restrictions which would prevent Xxxxx from conducting business operations in Xxxxx Facilities in the manner currently conducted. There are not pending or, to Zoran’s knowledge, threatened condemnation proceedings relating to any of all the Xxxxx Facilities. Neither Xxxxx nor any of its Subsidiaries is in default under or in breach or violation of, nor is there any basis for any claim of default by Xxxxx or any of its Subsidiaries under, or breach or violation by Xxxxx or any of its Subsidiaries of, any such leaseslease. To Zoran’s knowledge, and true and correct copies no other party is in default under or in breach or violation of, nor is there any valid basis for any claim of all default by any such leases have been provided to Buyer. (b) The Company owns no real propertyparty under, or breach or violation by any such party of, any such lease. The E/Risk Disclosure Schedule sets forth a true and complete list of all real property leased by the Company. Assuming the due execution and delivery thereof by the other parties thereto, all All such real property leases for Facilities currently occupied or leased by Xxxxx or any of its Subsidiaries are in full force and effect and valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' ’ rights generally, and (ii) general principles of equity. True and correct copies all such of real property leases have been provided to Buyer.

Tangible Assets and Real Property. (a) The Company owns Each of USW and the USW Entities own or leases lease all tangible assets and properties which are used in the conduct of its business their respective businesses as currently conducted and as currently planned to be conducted or which are reflected on the E/Risk USW Balance Sheet or were acquired since the date of the E/Risk USW Balance Sheet (the "Material Tangible Assets"). The Material Tangible Assets are in good operating condition and repair. The Company has , except as would be expected in the ordinary course of business. (b) Except as set forth on Section 4.10(b) of the USW Disclosure Letter, each of USW and the USW Entities have good and marketable title to all Material Tangible Assets that it owns (except properties, interests in properties and assets sold or otherwise disposed of since the date of the E/Risk Balance Sheet in the ordinary course of business)they own, free and clear of all mortgages, liens, pledges, charges or encumbrances of any kind or character, except as reflected in the E/Risk Financial Statements and except for liens for current taxes not yet due and payable. , purchase money security interests, mechanics and other statutory liens and minor liens which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of USW, and which have arisen in the ordinary course of business. (c) Assuming the due execution and delivery thereof by the other parties thereto, all leases of Material Tangible Assets to which USW or any of the Company USW Entities is a party are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or (i) bankruptcy laws and other similar laws affecting or relating to creditors' rights generally, generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity and except where failure of such leases to be in full force and effect and valid, binding and enforceable would not have a Material Adverse Effect on the Companyor at law. The E/Risk Disclosure Schedule sets forth a true and correct list of all such leases, and true True and correct copies of all such leases have been provided to BuyerACC. (bd) The Company owns no real property. The E/Risk Section 4.10(d) of the USW Disclosure Schedule Letter sets forth a true and complete list of lists all real property leased by USW and each of the CompanyUSW Entities. USW does not own any real property. All real properties owned or leased by USW, and the structures thereon, are in good condition, consistent with their present use. None of such facilities, properties or structures violates any applicable laws, rules or regulations in any material respects. Assuming the due execution and delivery thereof by the other parties thereto, all such real property leases are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or (i) bankruptcy laws and other similar laws affecting or relating to creditors' rights generally, generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. True and correct copies of all such of real property leases have been provided to BuyerACC.