Common use of Title to Assets; Leases Clause in Contracts

Title to Assets; Leases. (a) Neither the Company nor any of its Subsidiaries owns any real property. As of the date hereof, Section 3.16(a) of the Company Disclosure Letter sets forth a true and complete list of all leases for real property and interests in real property leased by the Company or any of its Subsidiaries (individually, a "Leased Property") and identifies any material reciprocal easement or operating agreement relating thereto; true and complete copies of all such leases and agreements have been made available to Parent by the Company. Each of the Company and its Subsidiaries has good and marketable title to, or valid leasehold interests in, all its Leased Properties and other assets, except for (i) such as are no longer used or useful in the conduct of its business or as have been disposed of in the ordinary course of business consistent with past practice and (ii) defects in title, easements, restrictive covenants and similar encumbrances that individually or in the aggregate have not had and is not reasonably likely to have a Material Adverse Effect. All such Leased Properties and other assets are free and clear of all Liens other than Permitted Liens (except in the case of a Leased Property for any Liens created by the owner of such Leased Property). (b) Each of the Company and its Subsidiaries has complied in all material respects with the terms of all leases of the Leased Properties to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. (c) Section 3.16(c) of the Company Disclosure Letter sets forth the location, type and size of all proposed new stores that the Company expects to open within 60 days of the date hereof. (d) This Section 3.16 does not relate to any matters with respect to intellectual property, which are addressed in Section 3.17.

Title to Assets; Leases. (ai) Neither Seller has and will have on the Company nor any Closing Date good and marketable title, or valid leasehold rights (in the case of its Subsidiaries owns any real property. As leased Assets), to all Assets purported to be owned or leased by it or used in the operation of the date hereofBusiness, Section 3.16(a) of the Company Disclosure Letter sets forth a true in each case, free and complete list clear of all leases for real property and interests in real property leased Liens, other than any Liens held by Buyer's Parent. On the Company or any of its Subsidiaries (individuallyClosing Date, a "Leased Property") and identifies any material reciprocal easement or operating agreement relating thereto; true and complete copies of all such leases and agreements have been made available Seller will convey to Parent by the Company. Each of the Company and its Subsidiaries has Buyer good and marketable title toto the Assets free and clear of all Liens. Except as set forth on Schedule 5.2(i), or valid leasehold interests in, Schedules 2.1(a)(i) through 2.1(a)(xiii) set forth a complete and accurate list of (A) all its Leased Properties and other assets, except for (i) such as are no longer used or useful Real Property leased by Seller in the conduct of its business the Business (B) all vehicles owned or as have been disposed leased by Seller, (C) all Personal Property owned by Seller and used in connection with the Business, including without limitation, all inventory, machinery, equipment, tooling, parts, furniture, supplies, office equipment, including all invoices received therefor, to the extent available, (D) all leases of equipment or other Personal Property used in the ordinary course conduct of business consistent the Business and (E) all other owned or leased Assets with past practice a value in excess of $5,000. No financing statement under the Uniform Commercial Code or similar law naming Seller or Seller's Parent as debtor has been filed in any jurisdiction in respect of the Assets, and neither Seller nor Seller's Parent is a party to or bound under any agreement or legal obligation authorizing any party to file any such financing statement. (ii) defects Schedule 2.1(a)(vii), sets forth with respect to each Real Property Lease, the commencement date, termination date, renewal options, if any, and annual base rents. Each such Real Property Lease is valid and enforceable in titleaccordance with its terms in all material respects and is in full force and effect. Except as set forth on Schedule 5.2(b), easementsno consent or approval of any landlord or other third party in connection with the Real Property Leases is necessary for Seller and Seller's Parent to enter into and execute this Agreement and consummate the transactions contemplated hereby. To the knowledge of Seller and Seller's Parent, restrictive covenants no other party to any Real Property Lease is in default of its obligations thereunder, and similar encumbrances that individually neither Seller nor Seller's Parent (or any other party to any such Lease) has at any time delivered or received any notice of default which remains uncured under any such Real Property Lease and, as of the Closing Date, no event has occurred which, with the giving of notice or the passage of time, or both, would constitute a default under any such Real Property Lease, except for defaults the consequence of which in the aggregate have would not had and is not reasonably likely to have a Material Adverse Effect. All such Leased Properties and other assets are free and clear of all Liens other than Permitted Liens (except in the case of a Leased Property for any Liens created by the owner of such Leased Property). (b) Each of the Company and its Subsidiaries has complied in all material respects with the terms of all leases of the Leased Properties to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. (c) Section 3.16(c) of the Company Disclosure Letter sets forth the location, type and size of all proposed new stores that the Company expects to open within 60 days of the date hereof. (d) This Section 3.16 does not relate to any matters with respect to intellectual property, which are addressed in Section 3.17.

Title to Assets; Leases. (a) Neither the Company nor any of its Subsidiaries owns any real property. As of the date hereof, Section 3.16(a) of the Company Parent Disclosure Letter sets forth Schedule contains a true and complete list of all leases for of the real property and interests in real property leased owned by the Company Parent or any of its Subsidiaries (individuallythe “Parent Owned Real Property”), a "Leased Property"identifying the record owner and address thereof. Except as described in Section 3.16(a) and identifies any material reciprocal easement or operating agreement relating thereto; true and complete copies of all such leases and agreements have been made available to Parent by the Company. Each of the Company Parent Disclosure Schedule, Parent and each of its Subsidiaries has good good, valid and marketable title toto all of the Parent Owned Real Property, or valid leasehold interests in, all its Leased Properties and other assets, except for (i) such as are no longer used or useful in the conduct of its business or as have been disposed of in the ordinary course of business consistent with past practice and (ii) defects in title, easements, restrictive covenants and similar encumbrances that individually or in the aggregate have not had and is not reasonably likely to have a Material Adverse Effect. All such Leased Properties and other assets are free and clear of all Liens other than Permitted Liens (except in the case of a Leased Property for any Liens created by the owner of such Leased Property)Liens. (b) Each Section 3.16(b) of the Parent Disclosure Schedule contains a true and complete list of all of the material real property leased by Parent or any of its Subsidiaries (the “Parent Leased Real Property”), identifying the address thereof. With respect to the Parent Leased Real Property, except as set forth in Section 3.16(b) of the Company and Disclosure Schedule (i) all of the leases relating to the Parent Leased Real Property under which Parent or any of its Subsidiaries has complied in all material respects with the terms of all leases of the Leased Properties to which it is a party and under which it is in occupancytenant or subtenant, and all such leases if any, are in full force and effect. (c) Section 3.16(c) of effect and Parent has made available to the Company Disclosure Letter sets forth the location, type and size of all proposed new stores that the Company expects prior to open within 60 days of the date hereof. hereof true and correct copies of such leases (dincluding all amendments, modifications and renewals thereof), (ii) This Section 3.16 does not relate neither Parent nor any of its Subsidiaries nor, to the Knowledge of Parent, any other party to any matters of these leases, is in material breach or violation or default under any lease relating to the Parent Leased Real Property and neither Parent nor any of its Subsidiaries has received notice that an event has occurred which, with respect such notice or with lapse of time, would constitute a material breach or default under any lease relating to intellectual propertythe Parent Leased Real Property, which are addressed and (iii) neither Parent nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged or encumbered any material interest in Section 3.17any Parent Leased Real Property.

Title to Assets; Leases. (a) Neither the Company nor any of its Subsidiaries owns any real property. As of the date hereof, Section 3.16(a) of the Company Disclosure Letter sets forth a true and complete list of all leases for real property and interests in real property leased by the Company or any of its Subsidiaries (individually, a "Leased Property") and identifies any material reciprocal easement or operating agreement relating thereto; true and complete copies of all such leases and agreements have been made available to Parent by the Company. Each of the Company and its Subsidiaries has good and marketable title to, or valid leasehold interests in, all its Leased Properties and other assets, except for (i) such as are no longer used or useful in the conduct of its business or as have been disposed of in the ordinary course of business consistent with past practice and (ii) defects in title, easements, restrictive covenants and similar encumbrances that individually or in the aggregate have not had and is not reasonably likely to have a Material Adverse Effect. All such Leased Properties and other assets are free and clear of all Liens other than Permitted Liens (except in the case of a Leased Property for any Liens created by the owner of such Leased Property). (b) Each of the Company and its Subsidiaries has complied in all material respects with the terms of all leases of the Leased Properties to which it is a party and under which it is in occupancy, and all such leases are in full force and effect. (c) Section 3.16(c) of the Company Disclosure Letter sets forth the location, type and size of all proposed new stores that the Company expects to open within 60 days of the date hereof. . (d) This Section 3.16 does not relate to any matters with respect to intellectual property, which are addressed in Section 3.17.