Common use of Title to Assets; Leases Clause in Contracts

Title to Assets; Leases. (a) Except as described in Section 2.17(a) of the Company Disclosure Schedule, the Company and each of its Subsidiaries has good and marketable title to or the legal right to use all of their real or personal properties (whether owned or leased) and assets, free and clear of all Liens. (b) Section 2.17(b) of the Company Disclosure Schedule contains a list of all of the real property and interests in real property owned by the Company or any of its Subsidiaries and all leases of real property to which the Company or any Subsidiary is a party or by which any of them holds a leasehold interest (collectively, "Real Property"). Except as set forth in Section 2.17(b) of the Company Disclosure Schedule, (i) each Real Property lease to which the Company or any of its Subsidiaries is a party is in full force and effect in accordance with its terms, (ii) all rents and additional rents due to date from the Company or a Subsidiary on each such lease have been paid, (iii) neither the Company nor any Subsidiary has received written notice that it is in material default thereunder, and (iv) there exists no default by the Company or any Subsidiary under such lease. There are no leases, subleases, licenses, concessions or any other agreements or commitments to which the Company or a Subsidiary is a party granting to any Person other than the Company or a Subsidiary any right to possession, use occupancy or enjoyment of any of the Real Property or any portion thereof. None of the Company nor any of its Subsidiaries is obligated under or bound by any option, right or first refusal, purchase Contract, or other Contract to sell or otherwise dispose of any Real Property or any other interest in any Real Property.

Title to Assets; Leases. (a) Except as described in Section 2.17(a) of the Company Disclosure Schedule, the Company and each of its Subsidiaries has good and marketable title to or the legal right to use all of their real or personal properties (whether owned or leased) and assets, free and clear of all Liens. (b) Section 2.17(b) of the Company Disclosure Schedule contains a list of all of the real property and interests in real property owned by the Company or any of its Subsidiaries and all leases of real property to which the Company or any Subsidiary is a party or by which any of them holds a leasehold interest (collectively, "Real Property"). Except as set forth in Section 2.17(b) of the Company Disclosure Schedule, (i) each Real Property lease to which the Company or any of its Subsidiaries is a party is in full force and effect in accordance with its terms, (ii) all rents and additional rents due to date from the Company or a Subsidiary on each such lease have been paid, (iii) neither the Company nor any Subsidiary has received written notice that it is in material default thereunder, and (iv) there exists no default by the Company or any Subsidiary under such lease. There are no leases, subleases, licenses, concessions or any other agreements or commitments to which the Company or a Subsidiary is a party granting to any Person other than the Company or a Subsidiary any right to possession, use occupancy or enjoyment of any of the Real Property or any portion thereof. None of the Company nor any of its Subsidiaries is obligated under or bound by any option, right or first refusal, purchase Contract, or other Contract to sell or otherwise dispose of any Real Property or any other interest in any Real Property. (c) Taxes For purposes of this Agreement, "Tax" or "Taxes" shall mean taxes and governmental impositions of any kind in the nature of (or similar to) taxes, payable to any federal, state, local or foreign taxing authority, including those on or measured by or referred to as income, franchise, profits, gross receipts, capital ad valorem, custom duties, alternative or add-on minimum taxes, estimated, environmental, disability, registration, value added, sales, use, service, real or personal property, capital stock, license, payroll, withholding, employment, social security, workers' compensation, unemployment compensation, utility, severance, production, excise, stamp, occupation, premiums, windfall profits, transfer and gains taxes, and interest, penalties and additions to tax imposed with respect thereto; and "Tax Returns" shall mean returns, reports and information statements, including any schedule or attachment thereto, with respect to Taxes required to be filed with the Internal Revenue Service or any other governmental or taxing authority or agency, domestic or foreign, including consolidated, combined and unitary tax returns. Except as set forth in Section 2.18 of the Company Disclosure Schedule:

Title to Assets; Leases. (a) Except as described in Section 2.17(a2.15(a) of the Company Disclosure Schedule, the Company and each of its Subsidiaries has good and marketable title to or the legal right to use all of their material real or personal properties (whether owned or leased) ), rights and assets, free and clear of all Liens, except for Liens for current taxes and assessments not yet due and payable and except for Liens or other claims not exceeding US$25,000 individually or US$100,000 in the aggregate. (b) Section 2.17(b2.15(b) of the Company Disclosure Schedule contains a list of all of the real property and interests in real property owned by the Company or any of its Subsidiaries and all leases of real property to which the Company or any Subsidiary is a party or by which any of them holds a leasehold interest (collectively, "“Real Property"”). Except as set forth in Section 2.17(b2.15(b) of the Company Disclosure Schedule, (i) each Real Property lease to which the Company or any of its Subsidiaries is a party is in full force and effect in accordance with its terms, (ii) all rents and additional rents due to date from the Company or a Subsidiary on each such lease have been paid, (iii) neither the Company nor any Subsidiary has received written notice that it is in material default thereunder, and (iv) there exists no material default by the Company or any Subsidiary under such lease. There are no leases, subleases, licenses, concessions or any other agreements or commitments Contracts to which the Company or a Subsidiary is a party granting to any Person other than the Company or a Subsidiary any right to possession, use occupancy or enjoyment of any of the Real Property or any portion thereof. None of the Company nor any of its Subsidiaries is obligated under or bound by any option, right or first refusal, purchase Contract, or other Contract to sell or otherwise dispose of any Real Property or any other interest in any Real Property.

Title to Assets; Leases. (a) Except as described in Section 2.17(a3.14(a) of the Company Disclosure Schedule, the Company and each of its Subsidiaries has good and marketable title to or the legal right to use all of their real or personal properties (whether owned or leased) and assets, free and clear of all Liens. (b) Section 2.17(b3.14(b) of the Company Disclosure Schedule contains a list of all of the real property and interests in real property owned by the Company or any of its Subsidiaries and all leases of real property to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of them holds a leasehold interest (collectively, "Real Property"). Except as set forth in Section 2.17(b3.14(b) of the Company Disclosure Schedule, (i) each Real Property lease to which the Company or any of its Subsidiaries is a party is in full force and effect in accordance with its terms, (ii) all rents and additional rents due to date from the Company or a Subsidiary of the Company on each such lease have been paid, (iii) neither the Company nor any Subsidiary of the Company has received written notice that it is in material default thereunder, and (iv) there exists no default by the Company or any Subsidiary of the Company under such lease. There are no leases, subleases, licenses, concessions or any other agreements or commitments to which the Company or a Subsidiary of the Company is a party granting to any Person person other than the Company or a Subsidiary of the Company any right to possession, use occupancy or enjoyment of any of the Real Property or any portion thereof. None of the Company nor any of its Subsidiaries is obligated under or bound by any option, right or first refusal, purchase Contractcontract, or other Contract contract to sell or otherwise dispose of any Real Property or any other interest in any Real Property.

Title to Assets; Leases. (a) Except as described in Section 2.17(a2.18(a) of the Company Disclosure Schedule, the Company and each of its Subsidiaries has good and marketable title to or the legal right to use all of their real or personal properties (whether owned or leased) and assets, free and clear of all Liens. (b) Section 2.17(b2.18(b) of the Company Disclosure Schedule contains a list of all of the real property and interests in real property owned by the Company or any of its Subsidiaries and all leases of real property to which the Company or any Subsidiary is a party or by which any of them holds a leasehold interest (collectively, "“Real Property"”). Except as set forth in Section 2.17(b2.18(b) of the Company Disclosure Schedule, (i) each Real Property lease to which the Company or any of its Subsidiaries is a party is in full force and effect in accordance with its terms, (ii) all rents and additional rents due to date from the Company or a Subsidiary on each such lease have been paidpaid and the Company or each Subsidiary has complied with all other obligations thereunder, (iii) neither the Company nor any Subsidiary has received written notice that it is in material default thereunder, and (iv) there exists no default by the Company or any Subsidiary under such lease. There are no leases, subleases, licenses, concessions or any other agreements or commitments to which the Company or a Subsidiary is a party granting to any Person other than the Company or a Subsidiary any right to possession, use use, occupancy or enjoyment of any of the Real Property or any portion thereof. None of the Company nor any of its Subsidiaries is obligated under or bound by any option, right or first refusal, purchase Contract, or other Contract to sell or otherwise dispose of any Real Property or any other interest in any Real Property. Neither the Company nor any Subsidiary owns any Real Property.

Title to Assets; Leases. (a) Except as described in Section 2.17(a4.16(a) of the Company Disclosure Schedule, the Company and each of its Subsidiaries has good and marketable title to or the legal right to use all of their its real or personal properties (whether owned or leased) ), rights and assets, free and clear of all Liens. The Company does not currently own nor has ever owned any real property or interest therein, nor has received any notice of any Lien with respect to any of its leasehold interests. (b) Section 2.17(b4.16(b) of the Company Disclosure Schedule contains a true and complete list of all of the real property and interests in real property owned by the Company or any of its Subsidiaries and all leases of real property to which the Company or any Subsidiary is a party or by which any of them it holds a leasehold interest or is otherwise obligated (collectively, "“Real Property"”). Except as set forth in Section 2.17(b) The Company has provided to Parent complete and accurate copies of the Company Disclosure Schedule, (i) each all such leases for Real Property. Each Real Property lease to which the Company or any of its Subsidiaries is a party is legal, valid, binding and in full force and effect in accordance with its terms, (ii) and all rents and additional rents due to date from the Company or a Subsidiary on each such lease have been paid. As of the date of this Agreement, (iii) neither the Company nor any Subsidiary has not received written notice that it is in material default thereunderunder any Real Property lease to which the Company is a party, and (iv) there exists no material default by the Company Company, or to the Knowledge of the Company, by any Subsidiary other party under any such lease. There Except as set forth in Section 4.16(b) of the Company Disclosure Schedule, there are no leases, subleases, licenses, concessions or any other agreements or commitments Contracts to which the Company or a Subsidiary is a party granting to any Person other than the Company or a Subsidiary any right to possession, use occupancy or enjoyment of any of the Real Property or any portion thereof. None of thereof and the Company nor any of its Subsidiaries is not obligated under or bound by any option, right or of first refusal, purchase Contract, or other Contract to sell or otherwise dispose of any Real Property or any other interest in any Real Property. (c) Section 4.16(c) of the Company Disclosure Schedule contains a true and complete list of all leases of all property (other than Real Property) to which the Company is a party or by which it holds a leasehold interest.

Title to Assets; Leases. (a) Except as described in Section 2.17(a4.16(a) of the Company Disclosure Schedule, the Company and each of its Subsidiaries has good and marketable title to or the legal right to use all of their real or material personal properties (whether owned or leased) ), rights and assets, free and clear of all Liens. The Company does not own and has never owned any real property and has not received any notice of any Lien with respect to any of its leasehold interests. (b) Section 2.17(b4.16(b) of the Company Disclosure Schedule contains a complete list of all of the real property and interests in real property owned by the Company or any of its Subsidiaries and all leases of real property to which the Company or any Subsidiary is a party or by which any of them holds a leasehold interest or is otherwise obligated (collectively, "“Real Property")”) and includes information as to current rent, space leased and expiration dates for each such lease. Except The Company has never leased any real property other than as set forth in on Section 2.17(b4.16(b) of the Company Disclosure Schedule. With respect to the Company and its Subsidiaries, (i) each Real Property lease to which the Company or any of its Subsidiaries is a party is in full force and effect in accordance with its terms, (ii) all rents and additional rents due to date from the Company or a Subsidiary on each such lease have been paid, (iii) neither the Company nor any Subsidiary has received written notice that it is in material default thereunder, and (iv) there exists no material default by the Company or any Subsidiary under such lease. There Except as set forth in Section 4.16(b) of the Company Disclosure Schedule, there are no leases, subleases, licenses, concessions or any other agreements or commitments Contracts to which the Company or a Subsidiary is a party granting to any Person other than the Company or a Subsidiary any right to possession, use occupancy or enjoyment of any of the Real Property or any portion thereof. None thereof and none of the Company nor any of its Subsidiaries is obligated under or bound by any option, right or first refusal, purchase Contract, or other Contract to sell or otherwise dispose of any Real Property or any other interest in any Real Property. The Syracuse Lease has expired in accordance with its terms and neither the Company nor any Subsidiary of the Company has any further liability or performance or other obligations of any kind thereunder. (c) Section 4.16(c) of the Company Disclosure Schedule contains a complete list of all leases of all property (other than Real Property) to which the Company or any Subsidiary is a party or by which any of them holds a leasehold interest.

Title to Assets; Leases. (a) Section 2.17(a) of the Company Disclosure Schedule contains a true and complete list of all of the real property and interests in real property owned by the Company or any of its Subsidiaries (the “Company Owned Real Property”), identifying the record owner and address thereof. Except as described in Section 2.17(a) of the Company Disclosure Schedule, the Company and each of its Subsidiaries has good good, valid and marketable title to or the legal right to use all of their real or personal properties (whether owned or leased) and assetsthe Company Owned Real Property, free and clear of all Liens. (b) Section 2.17(b) of the Company Disclosure Schedule contains a true and complete list of all of the material real property and interests in real property owned leased by the Company or any of its Subsidiaries and all leases of real property (the “Company Leased Real Property”), identifying the address thereof. With respect to which the Company or any Subsidiary is a party or by which any of them holds a leasehold interest (collectively, "Leased Real Property"). Except , except as set forth in Section 2.17(b) of the Company Disclosure Schedule, (i) each all of the leases relating to the Company Leased Real Property lease to under which the Company or any of its Subsidiaries is a party is tenant or subtenant, if any, are in full force and effect in accordance with its termsand the Company has made available to Parent prior to the date hereof true and correct copies of such leases (including all amendments, modifications and renewals thereof), (ii) all rents and additional rents due to date from neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party to any of these leases, is in material breach or violation or default under any lease relating to the Company Leased Real Property and neither the Company nor any of its Subsidiaries has received notice that an event has occurred which, with such notice or with lapse of time, would constitute a Subsidiary on each such material breach or default under any lease have been paidrelating to the Company Leased Real Property, and (iii) neither the Company nor any Subsidiary has received written notice that it is in material default thereunder, and (iv) there exists no default by the Company or any Subsidiary under such lease. There are no leases, subleases, licenses, concessions or any other agreements or commitments to which the Company or a Subsidiary is a party granting to any Person other than the Company or a Subsidiary any right to possession, use occupancy or enjoyment of any of the Real Property or any portion thereof. None of the Company nor any of its Subsidiaries is obligated under has assigned, transferred, conveyed, mortgaged or bound by encumbered any option, right or first refusal, purchase Contract, or other Contract to sell or otherwise dispose of any Real Property or any other material interest in any Company Leased Real Property.

Title to Assets; Leases. (a) Except as described in Section 2.17(a2.15(a) of the Company Disclosure Schedule, the Company and each of its Subsidiaries has good and marketable title to or the legal right to use all of their material real or personal properties (whether owned or leased) ), rights and assets, free and clear of all Liens, except for Liens for current taxes and assessments not yet due and payable and except for Liens or other claims not exceeding $25,000 individually or $100,000 in the aggregate. (b) The Company and its Subsidiaries do not own any real property or interest therein. Section 2.17(b2.15(b) of the Company Disclosure Schedule contains a list of all of the real property and interests in real property owned by the Company or any of its Subsidiaries and all leases of real property to which the Company or any Subsidiary is a party or by which any of them holds a leasehold interest (collectively, "“Real Property"”). Except as set forth in Section 2.17(b2.15(b) of the Company Disclosure Schedule, (i) each Real Property lease to which the Company or any of its Subsidiaries is a party is in full force and effect in accordance with its terms, (ii) all rents and additional rents due to date from the Company or a Subsidiary on each such lease have been paid, (iii) neither the Company nor any Subsidiary has received written notice that it is in material default thereunder, and (iv) there exists no material default by the Company or any Subsidiary under such lease. There are no leases, subleases, licenses, concessions or any other agreements or commitments Contracts to which the Company or a Subsidiary is a party granting to any Person other than the Company or a Subsidiary any right to possession, use occupancy or enjoyment of any of the Real Property or any portion thereof. None of the Company nor or any of its Subsidiaries is obligated under or bound by any option, right or first refusal, purchase Contract, or other Contract to sell or otherwise dispose of any Real Property or any other interest in any Real Property.

Title to Assets; Leases. (a) Except as described in Section 2.17(a) of the Company Disclosure Schedule, the Company and each of its Subsidiaries has good and marketable title to or the legal right to use all of their real or personal properties (whether owned or leased) and assets, free and clear of all Liens. (b) Section 2.17(b) of the Company Disclosure Schedule contains a list of all of the real property and interests in real property owned by the Company or any of its Subsidiaries and all leases of real property to which the Company or any Subsidiary is a party or by which any of them holds a leasehold interest (collectively, "Real Property"). Except as set forth in Section 2.17(b) of the Company Disclosure Schedule, (i) each Real Property lease to which the Company or any of its Subsidiaries is a party is in full force and effect in accordance with its terms, (ii) all rents and additional rents due to date from the Company or a Subsidiary on each such lease have been paid, (iii) neither the Company nor any Subsidiary has received written notice that it is in material default thereunder, and (iv) there exists no default by the Company or any Subsidiary under such lease. There are no leases, subleases, licenses, concessions or any other agreements or commitments to which the Company or a Subsidiary is a party granting to any Person other than the Company or a Subsidiary any right to possession, use occupancy or enjoyment of any of the Real Property or any portion thereof. None of the Company nor any of its Subsidiaries is obligated under or bound by any option, right or first refusal, purchase Contract, or other Contract to sell or otherwise dispose of any Real Property or any other interest in any Real Property.