Common use of Title to and Condition of Property Clause in Contracts

Title to and Condition of Property. (a) The Disclosure Schedule identifies all of the rights and interests in real property and leasehold estates owned by the Company as of the date hereof, and the nature and amount of its respective interest therein. The Company has Defensible Title to all real property and have valid, subsisting and enforceable leases to all leasehold estates identified and reflected in the Disclosure Schedule and either good and indefeasible title or rights as lessee to all personalty of any kind or nature owned or used by the Company in its business, in each case free and clear of all Security Interests, easements, covenants or other restrictions whatsoever, except for (i) Security Interests or irregularities of title identified on the Disclosure Schedule which, individually or in the aggregate, do not detract from or interfere with the present or reasonably foreseeable use or value of the properties subject thereto, and (ii) Security Interests for non-delinquent ad valorem taxes and non-delinquent statutory liens arising other than by reason of default by the Company and (iii) Permitted Exceptions. (b) With respect to each parcel of owned real property: (i) there are no pending or, to the best Knowledge of the Company and Seller, threatened condemnation proceedings, lawsuits or administrative actions relating to the property or other matters affecting adversely the current use, occupancy or value thereof; (ii) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (iii) to the best Knowledge of the Company and Seller, all facilities have received all approvals of Governmental Entities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules and regulations; (iv) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; (v) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (vi) there are no parties (other than the Company) in possession of the parcel of real property, other than tenants under any leases disclosed in the Disclosure Schedule which are in possession of space to which they are entitled; (vii) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; and (viii) each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (c) The Company as lessee has the right under valid leases to occupy, use, possess and control all property leased by the Company as now occupied, used, possessed and controlled by the Company. With respect to each parcel of leased real property: (i) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold; (ii) to the best Knowledge of the Company and Seller, all leased facilities have received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules and regulations; and (iii) all leased facilities are supplied with utilities and other services necessary for the operation of said facilities. (d) Each lease or agreement under which the Company is a lessee or lessor of any property, real or personal, is a valid and binding agreement of the Company and, to the best Knowledge of the Company and Seller, the other party thereto, without any default by the Company thereunder and, to the best Knowledge of the Company and Seller, without any default thereunder by any other party thereto. No event has occurred and is continuing which, with due notice or lapse of time or both, would constitute a default or event of default by the Company under any such lease or agreement or, to the best Knowledge of the Company and Seller, by any other party thereto. The Company's possession of such property has not been disturbed and no claim has been asserted in writing against the Company adverse to its rights in such leasehold interests. (e) All buildings, structures, appurtenances and items of machinery, equipment and other tangible assets used by the Company are in good operating condition and repair, normal wear and tear excepted, are usable in the ordinary course of business, are adequate and suitable for the uses to which they are being put and conform, to the best Knowledge of the Company and Seller, to all applicable laws, ordinances, codes, rules, regulations and authorizations relating to their construction, use and operation. To the best Knowledge of the Company and Seller, none of the Company's premises or equipment are in need of maintenance or repairs other than ordinary routine maintenance and repairs which are not material, individually or in the aggregate, in nature or cost. (f) The assets and properties owned or leased by the Company are sufficient to operate and conduct the business of the Company in a manner consistent with at least the same standards of quality and reliability as have been achieved as of the date hereof.

Title to and Condition of Property. (ai) The Disclosure Schedule identifies all of the rights and interests in real Company does not own property and leasehold estates owned by the Company as of the date hereofassets, movable and the nature and amount immovable, whatsoever. Each of its respective interest therein. The Company has Defensible Title to all real property and have valid, subsisting and enforceable leases to all leasehold estates identified and reflected in the Disclosure Schedule and either Subsidiaries have: (i) good and indefeasible marketable title or rights as lessee to all personalty of any kind or nature owned or used by the Company in its business, in each case free and clear of all Security InterestsLiens to all of the property and assets, easementsmovable and immovable, covenants or other restrictions whatsoever, except for (i) Security Interests or irregularities of title identified on the Disclosure Schedule which, individually or reflected in the aggregate, do not detract from Company’s and/or the respective Subsidiaries’ most recent balance sheet included in the consolidated financial statements (except assets sold or interfere with otherwise disposed of since such date in the present or reasonably foreseeable use or value ordinary course of business and liens in favor of lenders created pursuant to project finance facilities as described in Section 3.01 A (x) of the properties subject thereto, and Current Company Disclosure Schedule); (ii) Security Interests for non-delinquent ad valorem taxes with respect to leased properties and non-delinquent statutory liens arising assets, valid leasehold interests therein free and clear of all Liens other than by reason Liens in favor of default by lenders created pursuant to project finance facilities as described in Section 3.01 A (x) of the Current Company Disclosure Schedule; and (iii) Permitted Exceptions. (b) With respect to in accordance with Applicable Law, acquired and/or leased adequate land required for development of each parcel of owned real property: (i) there are no pending or, to the best Knowledge of the Company solar power generation projects being implemented by the Subsidiaries, and Sellerwhere relevant, threatened condemnation proceedingsthe appropriate land records have been updated to reflect the Subsidiary as the sole and absolute owner of such land or lessee, lawsuits as applicable. Each of the Subsidiaries owns or administrative actions relating has valid right to use all property and assets (tangible or intangible) necessary for the property or other matters affecting adversely the current use, occupancy or value thereof;conduct of its business as now conducted. (ii) The plant, property and equipment of the legal description for the parcel contained Subsidiaries that are used in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (iii) to the best Knowledge of the Company and Seller, all facilities have received all approvals of Governmental Entities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules and regulations; (iv) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; (v) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (vi) there are no parties (other than the Company) in possession of the parcel of real property, other than tenants under any leases disclosed in the Disclosure Schedule which are in possession of space to which they are entitled; (vii) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; and (viii) each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (c) The Company as lessee has the right under valid leases to occupy, use, possess and control all property leased by the Company as now occupied, used, possessed and controlled by the Company. With respect to each parcel of leased real property: (i) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold; (ii) to the best Knowledge of the Company and Seller, all leased facilities have received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules and regulations; and (iii) all leased facilities are supplied with utilities and other services necessary for the operation of said facilities. (d) Each lease or agreement under which the Company is a lessee or lessor of any property, real or personal, is a valid and binding agreement of the Company and, to the best Knowledge of the Company and Seller, the other party thereto, without any default by the Company thereunder and, to the best Knowledge of the Company and Seller, without any default thereunder by any other party thereto. No event has occurred and is continuing which, with due notice or lapse of time or both, would constitute a default or event of default by the Company under any such lease or agreement or, to the best Knowledge of the Company and Seller, by any other party thereto. The Company's possession of such property has not been disturbed and no claim has been asserted in writing against the Company adverse to its rights in such leasehold interests. (e) All buildings, structures, appurtenances and items of machinery, equipment and other tangible assets used by the Company Operations are in good operating condition and repair, subject to normal wear and tear exceptednot caused by neglect, are usable in the ordinary course of business, and are adequate and suitable for the uses to purposes for which they are currently being put used. All properties used in the Operations are reflected in the Company’s and conform, AZI’s most recent balance sheet included in the consolidated financial statements to the best Knowledge of extent the Company and Seller, Accounting Standards require the same to all applicable laws, ordinances, codes, rules, regulations and authorizations relating to their construction, use and operation. To the best Knowledge of the Company and Seller, none of the Company's premises or equipment are in need of maintenance or repairs other than ordinary routine maintenance and repairs which are not material, individually or in the aggregate, in nature or costbe reflected. (fiii) The assets AZI has acquired absolute, clear and properties owned or leased marketable title free of all Liens over private land admeasuring 91.8 (ninety one decimal eight) acres, being the aggregate land on which the Chhattisgarh Projects are being developed by AZI for which AZI has issued a letter of intimation dated 26 December 2014 to the Company are sufficient Collector and District Magistrate, Durg) (“Chhattisgarh Projects Private Land”); AZI is permitted to operate and conduct use the business Chhattisgarh Projects Private Land for the development of the Company in a manner consistent with at least Chhattisgarh Projects and AZI is not required to seek prior Authorization from any Authority for use of the same standards Chhattisgarh Projects Private Land for the development of quality and reliability as the Chhattisgarh Projects; the relevant land records have been achieved updated to reflect AZI as the sole and absolute owner of the date hereofChhattisgarh Projects Private Land in accordance with Applicable Law; and AZI has control and holds actual possession without any encumbrance/interference/encroachments from third parties over the Chhattisgarh Projects Private Land. (iv) AZ Urja has acquired leasehold rights over private land admeasuring 45.696 (forty five decimal six hundred and ninety six) acres for Punjab Project I, 77.86875 (seventy seven decimal eighty six thousand eight hundred and seventy five) acres for Punjab Project II, and 20.4625 (twenty decimal four thousand six hundred and twenty five) acres for Punjab Project III (collectively the “Punjab Projects Private Land”), being the entire aggregate land used by AZ Urja for the development of the Punjab Projects and for which AZ Urja has obtained the Punjab CLU Permissions; the relevant land records have been updated to reflect AZ Urja as the holder of leasehold rights of the Punjab Projects Private Land in accordance with Applicable Law; and AZ Urja has control and holds actual possession without any encumbrance/interference/encroachments from third parties over the Punjab Projects Private Land.

Title to and Condition of Property. (a) The Disclosure Schedule identifies Commerce has good and marketable title to all of the rights and Assets, or with respect to leased Assets, valid leasehold interests in real property and leasehold estates owned by the Company as of the date hereoftherein, and the nature and amount of its respective interest therein. The Company has Defensible Title to all real property and have valid, subsisting and enforceable leases to all leasehold estates identified and reflected in the Disclosure Schedule and either good and indefeasible title or rights as lessee to all personalty of any kind or nature owned or used by the Company in its business, in each case free and clear of all Security Interests, easements, covenants or other restrictions whatsoeverLiens, except for (i) Security Interests or irregularities the Lien of title identified on the Disclosure Schedule which, individually or in the aggregate, do current Taxes not detract from or interfere with the present or reasonably foreseeable use or value of the properties subject thereto, yet due and payable and (ii) Security Interests such imperfections of title, Liens and easements as are set forth in Section 3.13(a) of the Commerce Disclosure Schedule and which would not be expected to adversely affect in any material respect Cygne’s ability to operate the Acquired Business and own and use the Assets in the manner that they were operated and used by Commerce prior to the Closing (“Permitted Liens”). Except for non-delinquent ad valorem taxes and non-delinquent statutory liens arising other than the Excluded Assets, the Assets will, as of the Closing Date, constitute all of the assets necessary for the conduct of the Acquired Business as currently conducted by reason of default by the Company and (iii) Permitted ExceptionsCommerce. (b) With respect to each parcel of owned real property: (i) there are no pending or, to the best Knowledge All of the Company and Seller, threatened condemnation proceedings, lawsuits or administrative actions relating to the property or other matters affecting adversely the current use, occupancy or value thereof; (ii) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (iii) to the best Knowledge of the Company and Seller, all facilities have received all approvals of Governmental Entities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules and regulations; (iv) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; (v) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (vi) there are no parties (other than the Company) in possession of the parcel of real property, other than tenants under any leases disclosed in the Disclosure Schedule which are in possession of space to which they are entitled; (vii) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; and (viii) each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (c) The Company as lessee has the right under valid leases to occupy, use, possess and control all property leased by the Company as now occupied, used, possessed and controlled by the Company. With respect to each parcel of leased real property: (i) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold; (ii) to the best Knowledge of the Company and Seller, all leased facilities have received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules and regulations; and (iii) all leased facilities are supplied with utilities and other services necessary for the operation of said facilities. (d) Each lease or agreement under which the Company is a lessee or lessor of any property, real or personal, is a valid and binding agreement of the Company and, to the best Knowledge of the Company and Seller, the other party thereto, without any default by the Company thereunder and, to the best Knowledge of the Company and Seller, without any default thereunder by any other party thereto. No event has occurred and is continuing which, with due notice or lapse of time or both, would constitute a default or event of default by the Company under any such lease or agreement or, to the best Knowledge of the Company and Seller, by any other party thereto. The Company's possession of such property has not been disturbed and no claim has been asserted in writing against the Company adverse to its rights in such leasehold interests. (e) All buildings, structures, appurtenances and items of machinery, equipment and other tangible assets used by the Company Assets are in good operating condition and repair, subject to normal wear and tear excepted, are usable in the ordinary course of businessnot caused by neglect, are adequate and suitable for the uses to which they are being put and conform, to the best Knowledge of the Company and Seller, conform in all material respects to all applicable laws, ordinances, codes, rules, regulations and authorizations Legal Provisions relating to their construction, use and operation. All properties used in the operations of the Acquired Business are reflected in the Acquired Business Balance Sheet to the extent GAAP requires the same to be reflected. Commerce owns no real property. (c) Immediately after the Closing, Cygne will own all of the Assets, free from any Liens (other than Liens imposed by Cygne and Permitted Liens) and on the same terms and conditions as in effect prior to the Closing. (d) Subject to the terms of the leases with respect to the Showrooms (the “Showroom Leases”), Commerce or an Affiliate thereof has a valid and subsisting leasehold or subleasehold estate in the Showrooms. To the best Knowledge knowledge of Commerce, neither Commerce’s nor its Affiliate’s occupation, possession and use of the Company Showrooms has been disturbed and Sellerno claim has been asserted or threatened adverse to the rights of Commerce or an Affiliate thereof to the continued occupation, none possession and use of the Company's premises Showrooms. (e) Commerce’s use of the Showrooms in connection with the Acquired Business is in compliance in all material respects with all applicable Legal Provisions, writs, injunctions, awards and restrictions (“Real Property Laws”) of every Governmental Entity having jurisdiction. Neither Commerce nor any Affiliate thereof has received any written notice of, and has no knowledge of, any uncured violation of or equipment are in need of maintenance pending investigation regarding any Real Property Laws, which violation would have a Material Adverse Effect on the Acquired Business or repairs other than ordinary routine maintenance Cygne’s ability to operate the Acquired Business and repairs which are not material, individually or own and use the Assets in the aggregate, in nature or costmanner that they were operated and used by Commerce prior to the Closing. (f) The assets Neither Commerce nor any Member has received notice of, or otherwise has knowledge of, any condemnation, fire, health, safety, building, environmental, hazardous substances, pollution control, zoning or other land use regulatory proceedings, either instituted or planned to be instituted, which would have a Material Adverse Effect on the use and properties owned or leased by the Company are sufficient to operate and conduct the business operation of the Company in a manner consistent with at least Showroom for its intended purpose, nor has Commerce or any Member received notice of any special assessment proceedings affecting the same standards of quality and reliability as have been achieved as of the date hereofShowroom.

Title to and Condition of Property. (a) The Company does not own any real property. SECTION 5.14 of the Disclosure Schedule identifies all of the rights and interests in real property and leasehold estates owned by the Company as of the date hereof, and the nature and amount of its respective interest therein. The To the Knowledge of the Company, the Company has Defensible Title to all real property and have valid, subsisting and enforceable leases to all leasehold estates identified and reflected in SECTION 5.14 of the Disclosure Schedule and either good and indefeasible marketable title or rights as lessee to all personalty of any kind or nature owned or used by the Company in its businessconnection with the Business, in each case free and clear of all Security Interests, easements, covenants or other restrictions whatsoever, Liens except for (i) Security Interests Liens, defects or irregularities of title identified on SECTION 5.14 of the Disclosure Schedule or filed of record against the real estate of which the demised premises are a part, in any such instance which, individually or in the aggregate, do not detract from or materially interfere with the present or reasonably foreseeable use or value of the properties subject theretothereto or otherwise have or reasonably could have a Material Adverse Effect on the Company, and (ii) Security Interests Liens for non-delinquent ad valorem taxes Taxes and non-delinquent statutory liens arising other than by reason of default by the Company Company. The assets and (iii) Permitted Exceptions. (b) With respect to each parcel of properties owned real property: (i) there are no pending or, to the best Knowledge of the Company and Seller, threatened condemnation proceedings, lawsuits or administrative actions relating to the property or other matters affecting adversely the current use, occupancy or value thereof; (ii) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (iii) to the best Knowledge of the Company and Seller, all facilities have received all approvals of Governmental Entities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules and regulations; (iv) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; (v) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (vi) there are no parties (other than the Company) in possession of the parcel of real property, other than tenants under any leases disclosed in the Disclosure Schedule which are in possession of space to which they are entitled; (vii) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; and (viii) each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (c) The Company as lessee has the right under valid leases to occupy, use, possess and control all property leased by the Company are sufficient to operate and conduct the Business in a manner consistent with at least the same standards of quality and reliability as now occupied, used, possessed and controlled by the Company. With respect to each parcel of leased real property: (i) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold; (ii) to the best Knowledge have been achieved as of the Company and Seller, all leased facilities have received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules and regulations; and (iii) all leased facilities are supplied with utilities and other services necessary for the operation of said facilities. (d) Each lease or agreement under which the Company is a lessee or lessor of any property, real or personal, is a valid and binding agreement of the Company and, to the best Knowledge of the Company and Seller, the other party thereto, without any default by the Company thereunder and, to the best Knowledge of the Company and Seller, without any default thereunder by any other party thereto. No event has occurred and is continuing which, with due notice or lapse of time or both, would constitute a default or event of default by the Company under any such lease or agreement or, to the best Knowledge of the Company and Seller, by any other party theretodate hereof. The Company's possession of such property has not been disturbed and no claim has been asserted asserted, whether oral or in writing writing, against the Company adverse to its rights in such leasehold interests. (eb) All buildingsdemised premises, structures, appurtenances and material items of machinery, equipment and other material tangible assets used by the Company in connection with the Business are in good operating condition and repair, normal wear and tear excepted, are usable in the ordinary course of business, are adequate and suitable for the uses to which they are being put and conformand, to the best Knowledge of the Company and Seller, (y) conform in all material respects to all applicable laws, ordinances, codes, rules, regulations and authorizations relating to their construction, use and operation. To the best Knowledge of the Company and Seller, none of except where such non-compliance would not have a Material Adverse Effect on the Company's premises or equipment are in need of maintenance or repairs other than ordinary routine maintenance and repairs which are not material, individually or in the aggregate, in nature or cost. (f) The assets and properties owned or leased by the Company are sufficient to operate and conduct the business of the Company in a manner consistent with at least the same standards of quality and reliability as have been achieved as of the date hereof.