Common use of Title Properties Clause in Contracts

Title Properties. (a) Section 3.14(a) of the Company Disclosure Letter sets forth a true and accurate list of all Owned Real Properties. Except as set forth in Section 3.14(a) of the Company Disclosure Letter, with respect to each parcel of Owned Real Property: (i) the applicable Group Company has sole legal and beneficial entitlement to such Owned Real Property and has good, valid and marketable fee title, free and clear of all Encumbrances (other than Permitted Encumbrances), (ii) such Group Company has in its possession and under its control all of the land use right certificates, building ownership certificates, construction permits and other documents necessary to prove its title to, and right to use and construct, such Owned Real Property and all such documents are legally binding and valid; (iii) no Group Company is in breach or default under any land purchase agreement, construction agreement and other related agreements in relation to such Owned Real Property; (iv) such Group Company is in physical possession and actual occupation of the whole of such Owned Real Property on an exclusive basis and no part of such Owned Real Property is vacant or not subject to any leases, underleases, tenancies, licenses or other agreements or arrangements; (v) neither the Company nor any of its Subsidiaries have leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, and (vi) there are no options, rights of first refusal or rights of first offer to purchase such Owned Real Property or any portion thereof or interest therein, in each case except as would not have a Company Material Adverse Effect. No Group Company has received any written notice alleging a material breach of any covenant, restriction, burden or stipulation from any person or Governmental Authority in relation to the occupation, planning, construction or use of any Owned Real Property, nor has any Group Company been imposed of any penalty from Governmental Authority for the occupation, planning, construction or use of any Owned Real Property. (b) Each of the Group Companies has good and valid title to all of the assets owned by it, whether tangible or intangible (including all assets acquired thereby since September 30, 2022, but excluding any (i) Intellectual Property and Business Data (which are addressed in Section 3.15), and (ii) tangible or intangible assets that have been disposed of since September 30, 2022 in the Ordinary Course), and in each case free and clear of all Encumbrances, other than Permitted Encumbrances. (c) Except as set forth in Section 3.14(c) of the Company Disclosure Letter, no Group Company owns or has ever owned or has a leasehold interest in any real property other than as held pursuant to their respective leases or leasehold interests (including tenancies) in such property (each Contract evidencing such interest, a “Company Lease”). Section 3.14(c) of the Company Disclosure Letter sets forth as of the date of this Agreement each Company Lease and the address of the property demised under each such Company Lease. Except as set forth in Section 3.14(c) of the Company Disclosure Letter, and except as would not individually or in the aggregate, reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole, (i) each Company Lease is in compliance with applicable Law, and (ii) all Governmental Orders required under applicable Law in respect of any Company Lease have been obtained, including with respect to the operation of such property and conduct of business on such property as now conducted by the applicable Group Company which is a party to such Company Lease. (d) Each Company Lease is a valid and binding obligation of the applicable Group Company, enforceable in accordance with its terms against such Group Company, and to the Knowledge of the Company, each other party thereto, subject to the Enforceability Exceptions. There is no material breach by the relevant Group Company under any Company Lease. (e) To the Knowledge of the Company, no Person or Governmental Authority has challenged, disputed, or threatened in writing to challenge or dispute, a Group Company’s right to occupy, use or enjoy each Leased Real Property subject to the Company Leases as such Leased Real Property is currently occupied, used or enjoyed. (f) No Group Company has received any written notice alleging a material breach of any covenant, restriction, burden or stipulation from any person or Governmental Authority in relation to the existing use of any Leased Real Property, and to the Knowledge of the Company, no circumstance exists which constitutes a breach of this type or nature.

Title Properties. (a) Section 3.14(a) of the Company Disclosure Letter sets forth a true and accurate list of all Owned Real Properties. Except as set forth in Section 3.14(a3.12(a) of the Company Disclosure Letter, with respect to each parcel all assets included in the Company Financial Statements or acquired by any of Owned Real Property: the Group Companies or which have otherwise arisen since the Company Accounts Date, other than any assets disposed of or realized in the ordinary and usual course of business: (i) are assets in which the applicable Group Company has sole legal and beneficial entitlement to such Owned Real Property and has goodCompanies have lawful ownership rights or leasehold interest; (ii) are, valid and marketable fee titlewhere capable of possession, in the possession or under the control of the relevant Group Company; (iii) are free and clear of all Encumbrances (from Liens other than Permitted Encumbrances), (ii) such Group Company has in its possession and under its control all of the land use right certificates, building ownership certificates, construction permits and other documents necessary to prove its title to, and right to use and construct, such Owned Real Property and all such documents are legally binding and valid; (iii) no Group Company is in breach or default under any land purchase agreement, construction agreement and other related agreements in relation to such Owned Real Property; Liens; (iv) such Group Company is in physical possession and actual occupation are not the subject of the whole of such Owned Real Property on an exclusive basis and no part of such Owned Real Property is vacant any factoring arrangement, conditional sale or not subject to any leases, underleases, tenancies, licenses or other agreements or arrangementscredit agreement; and (v) neither collectively represent in all material respects all assets (including all rights and properties) necessary for the Company nor any conduct of its Subsidiaries have leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, and (vi) there are no options, rights business of first refusal or rights of first offer to purchase such Owned Real Property or any portion thereof or interest therein, in each case except as would not have a Company Material Adverse Effect. No Group Company has received any written notice alleging a material breach of any covenant, restriction, burden or stipulation from any person or Governmental Authority in relation to the occupation, planning, construction or use of any Owned Real Property, nor has any Group Company been imposed of any penalty from Governmental Authority for the occupation, planning, construction or use of any Owned Real Propertyas presently conducted. (b) Each No Group Company owns, or has ever owned, any real property. The use by a Group Company of real property that the Group Companies have leasehold interest or other right or interest to use or occupy (the “Real Properties”) is in compliance with all applicable Laws in all material respects, including all applicable building codes, environmental, zoning, subdivision, and land use Laws. None of the Group Companies has good and valid title to all received written notice from any Governmental Authority advising it of the assets owned by it, whether tangible a violation (or intangible (including all assets acquired thereby since September 30, 2022, but excluding an alleged violation) of any (i) Intellectual Property and Business Data (which are addressed in Section 3.15), and (ii) tangible or intangible assets that have been disposed of since September 30, 2022 in the Ordinary Course), and in each case free and clear of all Encumbrances, other than Permitted Encumbrancessuch applicable Law. (c) Except as set forth in Section 3.14(c) of the Company Disclosure Letter, no Group Company owns or has ever owned or has a leasehold interest in any real property other than as held pursuant to their respective leases or leasehold interests (including tenancies) in such property (each Contract evidencing such interest, a “Company Lease”). Section 3.14(c3.12(c) of the Company Disclosure Letter sets forth as contains a true and correct list of all leases and subleases of Real Properties, including amendments thereto and guarantees thereof (the date “Real Property Leases”) to which any Group Company is a party. True, correct and complete copies of this Agreement each Company Lease and the address of the property demised under each such Company Lease. Except as set forth in Section 3.14(c) of the Company Disclosure Letter, and except as would not individually or in the aggregate, reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole, (i) each Company Lease is in compliance with applicable Law, and (ii) all Governmental Orders required under applicable Law in respect of any Company Real Property Lease have been obtained, including with respect delivered or made available to SPAC prior to the operation of such property and conduct of business on such property as now conducted by the applicable Group Company which is a party to such Company Leasedate hereof. (d) None of the Group Companies uses any Real Property in conduct of its business in the Ordinary Course except insofar as it holds valid land use rights or has secured a lease with respect thereto. Each Company Real Property Lease is a valid and binding obligation agreement of the applicable Group Company, enforceable in accordance with its terms against such Group CompanyCompany that is a party thereto, and is in full force and effect and enforceable against the parties thereto. Each Group Company has duly performed all of its obligations in all material respects under each Real Property Lease to the extent that such obligations to perform have accrued, and there is no existing default or breach by any Group Company or, to the Knowledge of the Company, each any other party thereto, subject to the Enforceability Exceptionsunder any Real Property Lease in any material respects. There No portion of any Real Property is no material breach subleased by the relevant any Group Company under to any Company Leasethird party. (e) To the Knowledge of the CompanyThere exists no pending or, no Person or Governmental Authority has challenged, disputed, or threatened in writing to challenge or dispute, a Group Company’s right to occupy, use or enjoy each Leased Real Property subject to the Company Leases as such Leased Real Property is currently occupied, used or enjoyed. (f) No Group Company has received any written notice alleging a material breach of any covenant, restriction, burden or stipulation from any person or Governmental Authority in relation to the existing use of any Leased Real Property, and to the Knowledge of the Company, no circumstance exists threatened condemnation, eminent domain proceedings, confiscation, dispute, claim, demand or similar proceeding with respect to, or which constitutes a breach could affect, the continued use and enjoyment of this type or natureany Real Property.

Title Properties. (a) Section 3.14(a) of Except as set forth on Schedule 4.4(a), Seller has good and marketable title to, or a valid license to or leasehold interest in, the Company Disclosure Letter sets forth a true Purchased Assets, including, without limitation, all Intellectual Property free and accurate list clear of all Owned Real PropertiesLiens. Except as set forth on Schedule 4.4(a), no other Person has or will have on the Closing Date any interest whatsoever in Section 3.14(a) any of the Company Disclosure Letter, with respect to each parcel of Owned Real Property: (i) Purchased Assets. No other Person has or will have on the applicable Group Company has sole legal and beneficial entitlement to such Owned Real Property and has good, valid and marketable fee title, free and clear of all Encumbrances (other than Permitted Encumbrances), (ii) such Group Company has Closing Date any interest whatsoever in its possession and under its control all any of the land use right certificatesPurchased Assets that would prevent any of such Purchased Assets from being used in the Business after the Closing Date as the same was being conducted as of the Closing Date. There are no loans, building ownership certificatesleases or other financing to which such Purchased Assets are or will be subject on the Closing Date. None of the Permitted Liens, construction permits and other documents necessary to prove its title toindividually or in the aggregate, and has a Business Material Adverse Effect or will detract from, interfere with or will interfere with any of Seller's or Buyer's right to dispose of or use and construct, such Owned Real Property and all such documents are legally binding and valid; (iii) no Group Company is in breach or default under any land purchase agreement, construction agreement and other related agreements in relation to such Owned Real Property; (iv) such Group Company is in physical possession and actual occupation of the whole of such Owned Real Property on an exclusive basis and no part of such Owned Real Property is vacant or not subject to any leases, underleases, tenancies, licenses or other agreements or arrangements; (v) neither the Company nor any of its Subsidiaries have leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, and (vi) there are no options, rights of first refusal or rights of first offer to purchase such Owned Real Property or any portion thereof or interest therein, in each case except as would not have a Company Material Adverse Effect. No Group Company has received any written notice alleging a material breach of any covenant, restriction, burden or stipulation from any person or Governmental Authority in relation to the occupation, planning, construction or use of any Owned Real Property, nor has any Group Company been imposed of any penalty from Governmental Authority for the occupation, planning, construction or use of any Owned Real PropertyPurchased Assets. (b) Each Schedule 4.4(b) hereto is a true, complete, correct and current list, by address, owner and usage, of the Group Companies has good and valid title to all of the assets owned by it, whether tangible or intangible real property agreements (including all assets acquired thereby since September 30amendments and supplements thereto) pursuant to which Seller leases, 2022, but excluding subleases or otherwise occupies any real property (i) Intellectual each a "Real Property Lease" and Business Data (which are addressed in Section 3.15collectively the "Real Property Leases"), and (ii) tangible or intangible assets that copies of which have been disposed of since September 30furnished to Buyer. Pursuant to the Real Property Leases, 2022 Seller has validly existing and enforceable leasehold, sublease hold or occupancy interests in the Ordinary Course)real property leased thereunder, and in each case free and clear of all EncumbrancesLiens and free from material Defaults (i) by Seller and (ii) to Seller's Knowledge, by the other than Permitted Encumbrancesparty or parties to such Real Property Leases. Except for the Real Property Leases, if any, described in Schedule 4.4(b), the consummation of the transactions contemplated by this Agreement will not require any consent or approval of any landlord or sublandlord under any such Real Property Lease, result in any increase in rent or penalty to the party which is a tenant or subtenant thereunder or result in the early termination of any Real Property Lease. Seller has not transferred, assigned, hypothecated, pledged or encumbered any of its rights or interest under any Real Property Lease. Seller has not received any notice from any landlord or sublandlord or any other party of any Default under, or the termination of, any Real Property Lease. (c) Except as set forth in Section 3.14(c) of the Company Disclosure Letter, no Group Company owns or has ever owned or has a leasehold interest in any The real property other than as held leased to Seller pursuant to their respective leases the Real Property Leases constitutes all real property used or leasehold interests occupied by Seller (including tenancies) in such property (each Contract evidencing such interest, a “Company Lease”the "Real Property"). Section 3.14(c) of the Company Disclosure Letter sets forth as of the date of this Agreement each Company Lease and the address of the property demised under each such Company Lease. Except as set forth in Section 3.14(c) of the Company Disclosure Letter, and except as would not individually or in the aggregate, reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole, To Seller's Knowledge: (i) each Company Lease no portion thereof is in compliance subject to any pending condemnation proceeding or proceeding by any government, governmental entity or other authority and there is no threatened condemnation or proceeding with applicable Law, and respect thereto; (ii) all Governmental Orders required under applicable Law in respect of any Company Lease have been obtained, including with respect to the operation physical condition of such property and Real Property is sufficient to permit the continued conduct of business on such property the Business as now conducted by the applicable Group Company which is a party to such Company Lease. (d) Each Company Lease is a valid and binding obligation of the applicable Group Company, enforceable in accordance with its terms against such Group Company, and to the Knowledge of the Company, each other party theretopresently conducted, subject to the Enforceability Exceptions. There provision of usual and customary maintenance and repair performed in the ordinary course; (iii) there are no Contracts, written or oral, to which Seller and/or Shareholder is no material breach by a party, granting to any party or parties the relevant Group Company under right of use or occupancy of any Company Lease. (e) To the Knowledge portion of the Company, Real Property; (iv) there are no Person or Governmental Authority has challenged, disputed, or threatened parties (other than Seller) in writing to challenge or dispute, a Group Company’s right to occupy, use or enjoy each Leased possession of any such Real Property subject to and (v) no notice of any increase in the Company Leases as assessed valuation of any such Leased Real Property is currently occupied, used or enjoyed. (f) No Group Company has received any written and no notice alleging a material breach of any covenant, restriction, burden or stipulation from any person or Governmental Authority in relation to the existing use of any Leased Real Propertycontemplated special assessment has been received by Seller, and to the Knowledge Seller's Knowledge, there is no threatened increase in assessed valuation or threatened special assessment pertaining to any of the Company, no circumstance exists which constitutes a breach of this type or natureReal Property.

Title Properties. (a) Section 3.14(a) of the Company Disclosure Letter sets forth a true and accurate list of all Owned Real Properties. Except as set forth in Section 3.14(aon Schedule 4.6(a) of (the Company Disclosure Letter“Purchased Asset Liens”), with respect Seller has good and marketable title to each parcel of Owned Real Property: (i) the applicable Group Company has sole legal and beneficial entitlement to such Owned Real Purchased Assets, including, without limitation, all Seller Intellectual Property and has good, valid and marketable fee title, Seller Software free and clear of all Encumbrances (Liens and no other Person has or will have on the Closing Date any interest whatsoever in any of the Purchased Assets. The Purchased Assets are in good working order and fit for their intended use, ordinary wear and tear excepted. There are no loans, leases or other financing to which such Purchased Assets are or will be subject on the Closing Date other than Permitted Encumbrances), (ii) such Group Company has in its possession and under its control all of the land use right certificates, building ownership certificates, construction permits and other documents necessary to prove its title to, and right to use and construct, such Owned Real Property and all such documents are legally binding and valid; (iii) no Group Company is in breach or default under any land purchase agreement, construction agreement and other related agreements in relation to such Owned Real Property; (iv) such Group Company is in physical possession and actual occupation of the whole of such Owned Real Property on an exclusive basis and no part of such Owned Real Property is vacant or not subject to any leases, underleases, tenancies, licenses or other agreements or arrangements; (v) neither the Company nor any of its Subsidiaries have leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, and (vi) there are no options, rights of first refusal or rights of first offer to purchase such Owned Real Property or any portion thereof or interest therein, in each case except as would not have a Company Material Adverse Effect. No Group Company has received any written notice alleging a material breach of any covenant, restriction, burden or stipulation from any person or Governmental Authority in relation to the occupation, planning, construction or use of any Owned Real Property, nor has any Group Company been imposed of any penalty from Governmental Authority for the occupation, planning, construction or use of any Owned Real PropertyAssumed Contracts. (b) Each Schedule 4.6(b)(i) hereto is a true, complete, correct and current list, by address, owner and usage, of all real property Contracts (including, without limitation, all amendments and supplements thereto) pursuant to which Seller leases, subleases or otherwise occupies any real property (each a “Real Property Lease” and collectively the Group Companies has good and valid title to all of the assets owned by it, whether tangible or intangible (including all assets acquired thereby since September 30, 2022, but excluding any (i) Intellectual “Real Property and Business Data (which are addressed in Section 3.15Leases”), and (ii) tangible or intangible assets that copies of which have been disposed of since September 30furnished to Parent and Acquisition Sub. Pursuant to the Real Property Leases, 2022 except as set forth on Schedule 4.6(b)(i), Seller has validly existing and enforceable leasehold, subleasehold or occupancy interests in the Ordinary Course)real property leased thereunder, and in each case free and clear of all EncumbrancesLiens and free from Defaults (i) by Seller and (ii) to Seller’s Knowledge, by the other than Permitted Encumbrancesparty or parties to such Real Property Leases. Except for the Real Property Leases, if any, described in Schedule 4.6(b)(ii) (the “Lease Consents”), the consummation of the transactions contemplated by this Agreement will not require any consent or approval of any landlord or sublandlord under any such Real Property Lease, result in any increase in rent or penalty to the party which is a tenant or subtenant thereunder or result in the early termination of any Real Property Lease. Seller has not transferred, assigned, hypothecated, pledged or encumbered any of its rights or interest under any Real Property Lease. Seller has not received any notice from any landlord or sublandlord or any other party of any Default under, or the termination of, any Real Property Lease. (c) Except as set forth in Section 3.14(c) of the Company Disclosure Letter, no Group Company owns or has ever owned or has a leasehold interest in any The real property other than as held leased to Seller pursuant to their respective leases the Real Property Leases constitutes all real property used or leasehold interests occupied by Seller (including tenancies) in such property (each Contract evidencing such interest, a the “Company LeaseReal Property”). Section 3.14(c) of the Company Disclosure Letter sets forth as of the date of this Agreement each Company Lease and the address of the property demised under each such Company Lease. Except as set forth in Section 3.14(c) of the Company Disclosure Letter, and except as would not individually or in the aggregate, reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole, To Seller’s Knowledge: (i) each Company Lease no portion thereof is in compliance subject to any pending condemnation proceeding or proceeding by any Governmental or Regulatory Authority or other authority and there is no threatened condemnation or proceeding with applicable Law, and respect thereto; (ii) all Governmental Orders required under applicable Law the physical condition of such Real Property is sufficient to permit the continued conduct of the Business as presently conducted, subject to the provision of usual and customary maintenance and repair performed in respect the ordinary course; (iii) there are no Contracts to which Seller is a party, granting to any party or parties the right of use or occupancy of any Company Lease have portion of the Real Property; (iv) there are no parties (other than Seller) in possession of any such Real Property and (v) no notice of any increase in the assessed valuation of any such Real Property and no notice of any contemplated special assessment has been obtainedreceived by Seller, including with respect and to Seller’s Knowledge, there is no threatened increase in assessed valuation or threatened special assessment pertaining to any of the operation of such property and conduct of business on such property as now conducted by the applicable Group Company which is a party to such Company LeaseReal Property. (d) Each Company Lease is a valid Seller has all Permits and binding obligation certificates of occupancy necessary to the use and possession of the applicable Group Company, enforceable in accordance with its terms against Real Property as such Group Companyis currently being used and possessed, and to the Knowledge except as set forth on Schedule 4.6(d) no such Permits will be required, as a result of the Companyconsummation of the transaction contemplated by this Agreement, each other party theretoto be issued, subject modified or supplemented after the Closing Date in order to permit Acquisition Sub following the Enforceability Exceptions. There consummation of the transaction contemplated by this Agreement to lease or operate the Real Property as such is no material breach by the relevant Group Company under any Company Leasecurrently being leased and used. (e) To Seller has no pre-paid amounts for rent, utilities, expenses or Taxes with respect to the Knowledge Real Property for the period beginning on the Closing Date and ending on the last day of the Company, no Person or Governmental Authority has challenged, disputed, or threatened month in writing to challenge or dispute, a Group Company’s right to occupy, use or enjoy each Leased Real Property subject to which the Company Leases Closing occurs other than as such Leased Real Property is currently occupied, used or enjoyedset forth on Schedule 4.6(e) (the “Partial Month Expenses”). (f) No Group Company has received any written notice alleging a material breach of any covenant, restriction, burden or stipulation from any person or Governmental Authority in relation to the existing use of any Leased Real Property, and to the Knowledge of the Company, no circumstance exists which constitutes a breach of this type or nature.

Title Properties. (a) Section 3.14(a) Seller has good and marketable title to the Purchased Assets, including, without limitation, all Intellectual Property free and clear of all Liens and no other Person has or will have on the Initial Closing Date any interest whatsoever in any of the Company Disclosure Letter sets forth Purchased Assets. The Purchased Assets are in good working order and fit for their intended use. There are no loans, leases or other financing to which such Purchased Assets are or will be subject on the Initial Closing Date. (b) Schedule 4.4(b) is a true complete and accurate list of all Owned Real Propertiesof the Sub Assets. Except as set forth in Section 3.14(a) Schedule 4.4(b), each of EEMS and SM-India is the Company Disclosure Lettersole and exclusive owner of, with respect to each parcel of Owned Real Property: (i) the applicable Group Company has sole legal and beneficial entitlement to such Owned Real Property and has good, valid good and marketable fee title, free and clear of all Encumbrances (other than Permitted Encumbrances), (ii) such Group Company has in its possession and under its control all of the land use right certificates, building ownership certificates, construction permits and other documents necessary to prove its title to, its respective Sub Assets; and right to use and construct, such Owned Real Property and all such documents are legally binding and valid; (iii) no Group Company is other Person has or will have on the Initial Closing Date or the Subsequent Closing Date any interest whatsoever in breach or default under any land purchase agreement, construction agreement and other related agreements in relation to such Owned Real Property; (iv) such Group Company is in physical possession and actual occupation of the whole of such Owned Real Property on an exclusive basis Sub Assets. The Sub Assets are in good working order and fit for their intended use. There are no part of such Owned Real Property is vacant or not subject to any leasesloans, underleases, tenancies, licenses leases or other agreements financing to which such Sub Assets are or arrangements; (v) neither will be subject on the Company nor any of its Subsidiaries have leased Initial Closing Date or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, and (vi) there are no options, rights of first refusal or rights of first offer to purchase such Owned Real Property or any portion thereof or interest therein, in each case except as would not have a Company Material Adverse Effect. No Group Company has received any written notice alleging a material breach of any covenant, restriction, burden or stipulation from any person or Governmental Authority in relation to the occupation, planning, construction or use of any Owned Real Property, nor has any Group Company been imposed of any penalty from Governmental Authority for the occupation, planning, construction or use of any Owned Real PropertySubsequent Closing Date. (bc) Each None of the Group Companies has good own any real property or interest therein and valid title to the Purchased Assets do not include any real property. (d) Schedule 4.4(d) hereto is a true, complete, correct and current list, by address, owner and usage, of all of the assets owned by it, whether tangible or intangible real property agreements (including all assets acquired thereby since September 30amendments and supplements thereto) pursuant to which Seller, 2022EEMS or SM-India (as the case may be) leases, but excluding subleases or otherwise occupies any real property (i) Intellectual each a "Real Property Lease" and Business Data (which are addressed in Section 3.15collectively the "Real Property Leases"), and (ii) tangible or intangible assets that copies of which have been disposed of since September 30furnished to Buyer. Pursuant to the Real Property Leases, 2022 Seller, EEMS or SM-India (as the case may be) has validly existing and enforceable leasehold, sublease hold or occupancy interests in the Ordinary Course)real property leased thereunder, and in each case free and clear of all Encumbrances, other than Permitted Encumbrances. (c) Except as set forth in Section 3.14(c) of the Company Disclosure Letter, no Group Company owns or has ever owned or has a leasehold interest in any real property other than as held pursuant to their respective leases or leasehold interests (including tenancies) in such property (each Contract evidencing such interest, a “Company Lease”). Section 3.14(c) of the Company Disclosure Letter sets forth as of the date of this Agreement each Company Lease Liens and the address of the property demised under each such Company Lease. Except as set forth in Section 3.14(c) of the Company Disclosure Letter, and except as would not individually or in the aggregate, reasonably be expected to be material to the business of the Company and its Subsidiaries, taken as a whole, free from Defaults (i) each Company Lease is in compliance with applicable Lawby Seller, EEMS or SM-India and (ii) all Governmental Orders required under applicable Law to Seller's Knowledge, by the other party or parties to such Real Property Leases. Except for the Real Property Leases, if any, described in respect Schedule 4.4(d), the consummation of the transactions contemplated by this Agreement will not require any consent or approval of any Company Lease have been obtainedlandlord or sublandlord under any such Real Property Lease, including with respect result in any increase in rent or penalty to the operation of such property and conduct of business on such property as now conducted by the applicable Group Company party which is a party to such Company tenant or subtenant thereunder or result in the early termination of any Real Property Lease. (d) Each Company Lease is a valid and binding obligation . None of the applicable Group CompanyCompanies has transferred, enforceable in accordance with assigned, hypothecated, pledged or encumbered any of its terms against such Group Company, and to the Knowledge rights or interest under any Real Property Lease. None of the Company, each Companies has received any notice from any landlord or sublandlord or any other party theretoof any Default under, subject to or the Enforceability Exceptions. There is no material breach by the relevant Group Company under termination of, any Company Real Property Lease. (e) The real property leased to Seller, EEMS or SM-India, as the case may be, pursuant to the Real Property Leases, if any, constitutes all real property used or occupied by Seller, EEMS or SM-India in connection with the Business (the "Real Property"). To Seller's Knowledge, except as set forth on Schedule 4.4(e): (i) no portion thereof is subject to any pending condemnation proceeding or proceeding by any Governmental Entity and there is no threatened condemnation or proceeding with respect thereto; (ii) the Knowledge physical condition of such Real Property is sufficient to permit the continued conduct of the CompanyBusiness as presently conducted, no Person or Governmental Authority has challenged, disputed, or threatened in writing to challenge or dispute, a Group Company’s right to occupy, use or enjoy each Leased Real Property subject to the Company Leases provision of usual and customary maintenance and repair performed in the ordinary course; (iii) there are no Contracts, written or oral, to which Seller, EEMS or SM-India is a party, granting to any party or parties the right of use or occupancy of any portion of the Real Property; (iv) there are no parties (other than Seller, EEMS or SM-India, as the case may be) in possession of any such Leased Real Property and (v) no notice of any increase in the assessed valuation of any such Real Property and no notice of any contemplated special assessment has been received by the Companies, and to Seller's Knowledge, there is currently occupied, used no threatened increase in assessed valuation or enjoyedthreatened special assessment pertaining to any of the Real Property. (f) No Group Company As may be required by Law, to Seller's Knowledge, each of Seller, EEMS and SM-India has received any written notice alleging a material breach all permits and certificates of any covenant, restriction, burden or stipulation from any person or Governmental Authority in relation occupancy necessary to the existing use and possession of any Leased the Real PropertyProperty as such is currently being used and possessed, and to the Knowledge no such permits or certificates will be required, as a result of the Companyconsummation of the transactions contemplated by this Agreement, no circumstance exists which constitutes a breach to be issued, modified or supplemented after the Initial Closing or the Subsequent Closing Date in order to permit Buyer or the Companies (as the case may be) following the consummation of the transactions contemplated by this type Agreement to lease or natureoperate the Real Property as such is currently being leased and used.