Common use of Title to Assets; Real Property Clause in Contracts

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; or (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company Group. (b) Section 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Company’s Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances Encumbrances, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity and except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’, workmen’s, repairmen’s ’s, or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent delinquent, and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.09(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy occupancy, or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. (c) Except as set forth on Disclosure Schedule Section 3.09(c), neither the Company nor any of its Affiliates has engaged in or permitted any operation or activity at or upon, or any use or occupancy of, any Real Property for the purpose of manufacturing, generating, handling, storing, transferring, treating or disposing of, or in any way involving release of, any Hazardous Materials on, under, in or about any Real Property; and (ii) no Hazardous Materials have been released on, into, upon or about any Real Property, and to the Seller’s Knowledge, no Hazardous Materials have migrated from or to any adjacent properties.

Title to Assets; Real Property. (a) No TMG (or another member of the Company Group owns or has owned any Real Property. Each member of the Company Group TMG Group) has good and valid title to, or a valid leasehold interest in, all TMG Real Property and personal property and other assets reflected in the Annual TMG Audited Financial Statements or acquired after the TMG Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the TMG Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “"TMG Permitted Encumbrances”"): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of TMG or the Company other members of the TMG Group, as applicable; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting TMG Real Property Property, as applicable, which are not, individually or in the aggregate, material to the business of TMG or the Company other members of the TMG Group, as applicable; or (viv) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of TMG or the Company other members of the TMG Group, as applicable. (b) Section 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the TMG Real Property in the conduct of any member of the Company TMG Group’s 's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of TMG or another member of the Real Property TMG Group encroach on real property owned or leased by a Person other than any member of the Company GroupTMG Real Property, as applicable. There are no Actions pending noror, to the Seller’s KnowledgeKnowledge of Buyer and TMG, threatened threatened, against or affecting the TMG Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member The Company or one of the Company Group owns Subsidiaries owns, and has good title to, each of the tangible assets reflected as owned by the Company or has the Company Subsidiaries on the Latest Balance Sheet (except for tangible assets sold or disposed of since that date in the Ordinary Course of Business) free of any liens or Encumbrances (other than Permitted Encumbrances). The material properties and tangible assets owned any Real Property. Each member or leased by the Company and the Company Subsidiaries are sufficient (subject to normal wear and tear) to operate their businesses in substantially the same manner as they are currently conducted by the Company and the Company Subsidiaries. (b) Part 3.11(b) of the Company Group Disclosure Schedule lists each real property that is owned by the Company or any Company Subsidiary as of the date of this Agreement (such property, together with any real property acquired by the Company after the date of this Agreement (which will have been so acquired in compliance with Section 5.1), the “Owned Real Property”). Except as disclosed in Part 3.11(b) of the Company Disclosure Schedule, each of the Company and or a Company Subsidiary has good and valid title toto the Owned Real Property, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “all Encumbrances, other than Permitted Encumbrances”): . Except as set forth on Part 3.11(b) of the Company Disclosure Schedule, (i) those items there are no outstanding Contracts for the sale of any of the Owned Real Property, (ii) there are no leases, subleases, licenses, concessions or any other Contracts granting to any Person other than the Company or any of the Company Subsidiaries any right to the possession, use, occupancy or enjoyment of any of the Owned Real Property or any portion thereof and (iii) there are no easements, covenants, rights-of-way and other similar restrictions of record, if any, that, individually or in the aggregate, materially impair, or would reasonably be expected to impair materially, the continued use and operation of the Owned Real Property to which they relate in the conduct of the business of the Company and the Company Subsidiaries as presently conducted. Any reciprocal easements, operating agreements, option agreements, rights of first refusal or rights of first offer with respect to any Owned Real Property are set forth in Section 3.11(aPart 3.11(b) of the Company Disclosure Schedules; (ii) liens for Taxes not yet due Schedule. There are no physical conditions or defects at any of the Owned Real Property which materially impair or would be reasonably expected to materially impair the continued operation of such facility as presently conducted. The present use of the land, buildings, structures and payable; (iii) mechanicsimprovements on the Owned Real Property are, carriers’in all material respects, workmen’sin conformity with all Legal Requirements, repairmen’s including all applicable zoning laws, ordinances and regulations and with all registered deeds or other like liens arising restrictions of record, and neither the Company nor any of the Company Subsidiaries, as the case may be, has received any written notice of violation thereof, except for such nonconformities or incurred in the ordinary course of business consistent with past practice or amounts violations that are not delinquent do not, and which are would not, individually or in the aggregate, material reasonably be expected to materially interfere with the business operations at the Owned Real Property as presently conducted (or as would be conducted at full capacity). Neither the Company nor any of the Company Group;Subsidiaries, as the case may be, has received any written notice of any material conflict or dispute with any Governmental Entity or other Person relating to any Owned Real Property or the activities thereon, other than where there is no current or reasonably likely material interference with the operations at the Owned Real Property as presently conducted (or as would be conducted at full capacity). As of the date hereof, there are no existing, or to the knowledge of the Company, any threatened or pending condemnation or eminent domain proceedings (or proceedings in lieu thereof) affecting the Owned Real Property or any portion thereof. (ivc) Part 3.11(c) of the Company Disclosure Schedule lists each real property that is leased by the Company or any Company Subsidiary as of the date of this Agreement, pursuant to which the Company or such Company Subsidiary is required to pay a monthly rental in excess of $50,000 (such property, together with any such lease entered into by the Company or a Company Subsidiary after the date of this Agreement which will have been so acquired in compliance with Section 5.1, the “Leased Real Property”). Except as disclosed in Part 3.11(c) of the Company Disclosure Schedule, the Company or a Company Subsidiary holds a valid leasehold interest in the Leased Real Property free and clear of all Encumbrances, other than Permitted Encumbrances or Encumbrances encumbering a lessor’s interest in the Leased Real Property incurred by the lessor. Each of the leases under which the Leased Real Property is held (A) is in full force and effect, and (B) is enforceable against the Company or the Company Subsidiaries and the other party or parties thereto, in accordance with its terms, except as the same may be limited by (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. No material default exists under any lease under which the Leased Real Property is held to which the Company or any of the Company Subsidiaries is a party and no circumstance exists which, with the giving of notice, the passage of time or both, is reasonably likely to result in such a default. Except as set forth on Part 3.11(c) of the Company Disclosure Schedule, there are no material subleases, licenses, concessions or any other Contracts or agreements to which the Company or any of the Company Subsidiaries is a party or by which any of them is otherwise bound granting to any Person or entity other than the Company or any of the Company Subsidiaries any right to the possession, use, occupancy or enjoyment of any of the Leased Real Property or any portion thereof. Any material reciprocal easements, operating agreements, option agreements, rights of way, zoning ordinances and other similar encumbrances affecting first refusal or rights of first offer to which the Company or any of the Company Subsidiaries is a party or by which any of them is otherwise bound with respect to any Leased Real Property are set forth in Part 3.11(c) of the Company Disclosure Schedule. There are no physical conditions or defects at any of the Leased Real Property which materially impair or would be reasonably expected to materially impair the continued operation of such facility as presently conducted. As of the date hereof, there are no existing, or to the knowledge of the Company, any threatened or pending condemnation or eminent domain proceedings (or proceedings in lieu thereof) affecting the Leased Real Property or any portion thereof. The present use of the land, buildings, structures and improvements on the Leased Real Property are, to the knowledge of the Company, in conformity with all Legal Requirements, including all applicable zoning laws, ordinances and regulations and with all registered deeds or other restrictions of record, and neither the Company nor any of the Company Subsidiaries, as the case may be, has received any written notice of violation thereof, except for such nonconformities or violations that would not, individually or in the aggregate, material reasonably be expected to have a Company Material Adverse Effect. Neither the business Company nor any of the Company Group; or (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in Subsidiaries, as the ordinary course of business consistent with past practice which are notcase may be, individually or in the aggregate, material to the business of the Company Group. (b) Section 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by has received any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies written notice of any leases affecting the Real Property. The Company is not a sublessor conflict or grantor under dispute with any sublease Governmental Entity or other instrument granting Person relating to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof the activities thereon, other than where there is no current or interest therein in reasonably likely material interference with the nature operations at the Leased Real Property as presently conducted (or in lieu of condemnation or eminent domain proceedingsas would be conducted at full capacity).

Title to Assets; Real Property. (a) No member Except as set forth in Section 3.11(a) of the Disclosure Schedules, each Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Interim Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. All Each Company’s interest in such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Groupany Company; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Groupany Company; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company Groupany Company. (b) Section 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Groupa Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. FSH does not own any Real Property. With respect to leased Real Property, Seller FSH has delivered or made available to Buyer Parent true, complete and correct copies of any leases affecting the Real Property. The No Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Grouprespective Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Companies. To any member of the Company Group. There Company’s Knowledge, there are no Actions pending nor, to the Seller’s Knowledge, or threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (or, in the case of Owned Real Property, good and marketable indefeasible fee simple) title to, or a valid leasehold interest in, all Real Property and Property, tangible personal property and other assets reflected in the Annual Financial Statements Balance Sheet or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. The Owned Real Property identified in Section 3.10(b) of the Disclosure Schedules and the Leased Real Property identified in Section 3.10(b) of the Disclosure Schedules comprise all of the real property used or intended to be used in, or otherwise related to, the Business. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) statutory or common law liens of mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or for amounts that are not delinquent and or which are not, individually or being contested by appropriate proceedings (provided that appropriate reserves required by GAAP have been made in the aggregate, material to the business of the Company Grouprespect thereof); (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; orProperty; (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course parties; or (vi) other imperfections of business consistent with past practice which title or Encumbrances that are not, individually or in the aggregate, material to the business of the Company Groupimmaterial. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists lists: (i) the street address of each parcel of Owned Real Property; and (ii) if such property is leased or subleased by any member the street address of the Company Groupeach parcel of Leased Real Property, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) as of the current use date hereof and as of such propertythe Closing Date, all leases, subleases, licenses, concessions and other agreements pursuant to which the Company holds any Leased Real Property (collectively, “Leases”), including the identification of the lessee and lessor thereunder. With respect to leased Real PropertyExcept as set forth on Section 3.10(b) of the Disclosure Schedules, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsLease.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “"Permitted Encumbrances”"): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iiiii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b) of the Disclosure Schedules lists The Company provided Investor with (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased owned Real Property, Seller the Company has delivered or made available to Buyer Investor true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company and relating to the Real Property. With respect to leased Real Property, the Company has delivered or made available to Investor true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s Company's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Seller’s Company's Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group its applicable Subsidiary has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet DateDate or as set forth in Section 2.10(a) of the Disclosure Schedules. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a2.10(a) of the Disclosure Schedules; (ii) liens for Taxes Taxes, assessments or other governmental charges not yet due and payabledelinquent or the amount or validity of which is being contested in good faith by appropriate proceedings; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens or similar Encumbrances arising or incurred in the ordinary course of business consistent with past practice or for amounts that are not delinquent or the amount and validity of which is being contested in good faith and which are nothave not and would not reasonably be expected to be, individually or in the aggregate, material materially adverse to the business of the Company Groupor any Subsidiary; (iv) defects, exceptions, restrictions, easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which that are not, individually or disclosed in the aggregate, material to title reports used for the business most recent appraisals of the Company GroupReal Property; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company Groupand its Subsidiaries taken as a whole. (b) Section 3.11(b2.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Groupor any Subsidiary, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, Seller has delivered or made available to Buyer, to the extent in Company’s possession, copies of the deeds and other instruments (as recorded) by which the Company or the applicable Subsidiary acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller, the Company or any Subsidiary and relating to the Real Property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Except as set forth in Section 2.10(b) of the Disclosure Schedules, neither the Company nor any Subsidiary is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) the use and operation of the Real Property in the conduct of the Company’s or any member of the Company GroupSubsidiary’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No ; (ii) no material improvements constituting a part of the Real Property materially encroach on real property owned or leased by a Person other than any member of the Company Group. There or any Subsidiary; (iii) there are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. The information set forth on the first page of the Real Property Spreadsheet is substantially true and accurate.

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group CPBR has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Dateof CPBR, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for those shown on the Title Commitment and except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.08(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCPBR Business; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCPBR Business; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCPBR Business. (b) Section 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company CPBR is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCPBR’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Target Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent delinquent, and which are not, individually or in the aggregate, material to the business of the Company GroupTarget Company; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupTarget Company; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupTarget Company. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupTarget Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased owned Real Property, Seller the Target Company has delivered or made available to Buyer Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupTarget Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupTarget Company. There are no Actions pending nor, to the SellerTarget Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of Neither the Company Group owns nor any of its Subsidiaries owns, or has owned ever owned, any Real Property. Each member . (b) The Company and each of the Company Group its Subsidiaries has good and valid title to, or a valid leasehold interest in, all Real Property and personal property property, and other assets reflected in on the Annual Financial Statements Balance Sheet or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): ) (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; ; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group; or any of its Subsidiaries; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; or or any of its Subsidiaries (viv) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which that are not, individually or in the aggregate, material to the business of the Company Groupor any of its Subsidiaries; and (v) non-exclusive licenses or rights under or to Company Intellectual Property granted in the ordinary course of business. (bc) Section 3.11(b3.10(c) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller The Company has delivered or made available to Buyer Parent true, complete and correct copies of any all leases to which the Company is a party affecting the Real Property. The Neither the Company nor any of its Subsidiaries is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member the business of the Company Group’s business and its Subsidiaries do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Target Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent delinquent, and which are not, individually or in the aggregate, material to the business of the Company GroupTarget Company; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupTarget Company; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupTarget Company. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupTarget Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Target Company has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, Seller the Target Company has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupTarget Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupTarget Company. There are no Actions pending nor, to the SellerTarget Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of The Company has good, valid and marketable title to the Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and all personal property and other assets reflected held by it as of the date hereof, as disclosed in writing to Buyer prior to the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Datedate hereof. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) the Operating Lease; (ii) those items set forth in Section 3.11(a3.07(a)(ii) of the Disclosure Schedules; (iiiii) liens for Taxes not yet due and payable; (iiiiv) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (ivv) easements, rights of way, zoning ordinances and other similar encumbrances entitlements affecting the Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (vvi) other than with respect to the Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b) of the Disclosure Schedules lists With respect to Real Property (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any the deeds and other instruments (as recorded) by which the Company acquired such Real Property, a copy of the Operating Lease by which NECC leases affecting and operates the Real Property. The , and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Company is not a sublessor or grantor under any sublease or other instrument granting and relating to any other the Real Property; (ii) except as set forth in the Operating Lease, Seller has granted no Person any right (including, without limitation, any option, right of first refusal, or right of first) in or to the possession, lease, occupancy or enjoyment of any leased such Real Property. , and to Seller’s Knowledge no such rights or claims by another Person in or to such Real Property exist; and (iii) the Company and NECC each have a valid and enforceable leasehold interest under the Operating Lease relating to Real Property, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar Laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in an Action at law or in equity), and the Operating Lease is in full force and effect and constitutes a valid and binding obligation of the Company and NECC, enforceable against the Company and NECC in accordance with its terms. (c) The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Knowledge of Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. (d) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to Seller’s Knowledge, threatened with respect to the Real Property, and the Company has not received written notice of any such proceedings. (e) To Seller’s Knowledge, the Company is in peaceful and undisturbed possession of each parcel of Real Property and there are no contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which it is currently being used, including, without limitation, in connection with its operation of the CCC. Except for the Operating Lease, the Company has not leased or subleased all or any portion of Real Property to any other Person and, to Seller’s Knowledge, no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement.

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group Xxxxxx has good and valid title to, or a valid leasehold interest in, to all Real Property and personal property and other assets reflected in the Annual Financial Statements Xxxxxx Balance Sheet or acquired after the Xxxxxx Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Xxxxxx Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances Liens except for the following (collectively referred to as “"Permitted Encumbrances”"): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupXxxxxx; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; or (viii) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of Xxxxxx; or (iv) security interests under the Company Inventory Security Agreement, dated August 7, 2018, by and between Xxxxxx and CIT Group./Commercial Services, Inc. (b) Xxxxxx does not currently and has never owned any real property or any option to acquire any real property. (c) Section 3.11(b) 4.10 of the Disclosure Schedules lists (i) the street address sets forth a list of each parcel of Real Property; (ii) if such property is leased existing lease or subleased by any member of similar agreement showing the Company Group, the landlord under the lease, the rental amount currently being paid, parties thereto and the expiration of the term of physical address covered by such lease or sublease for each leased other agreement (the “Lease Agreements”) under which Xxxxxx is lessee of, or subleased property; and holds or operates, any real property owned by, used in or relating to Xxxxxx (iii) the current use of such property. With respect to leased “Leased Real Property, Seller ”). Each Lease Agreement for the Leased Real Property has delivered been provided or made available to Buyer true, complete Denim is in full force and correct copies of any leases affecting the Real Propertyeffect. The Company Xxxxxx is not a sublessor or grantor in breach under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment terms of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingssuch Lease Agreements.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Interim Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) statutory liens for Taxes not yet due and payable;; and (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; or (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) The Company owns no real property. Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is Property leased or subleased by any member of the Company GroupCompany, the landlord under the leaselease or sublease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; , and (iii) the current use of such property. With respect to leased Real Property, Seller the Company has delivered or made available to Buyer Parent true, complete and correct copies of any leases affecting the Real Property. The Except as expressly disclosed in Section 3.10(b) of the Disclosure Schedules, the Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of To the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There Company’s Knowledge, there are no Actions pending nor, to the Seller’s Knowledge, or threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.15(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Interim Balance Sheet; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; orCompany; (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company Group.Company; or (bvi) Section 3.11(b) other imperfections of title or Encumbrances, if any, that individually or in the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Groupaggregate, the landlord under the lease, the rental amount currently being paidhave not had, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Propertywould not have, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsMaterial Adverse Effect.

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group has The Companies have good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Year-End Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a4.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompanies; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompanies; (v) interests of lessors; or (vvi) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are do not, individually or in the aggregate, material to materially interfere with the use thereof in the business of the Company GroupCompanies. (b) Section 3.11(b4.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupScomedica, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. The Companies do not own any Real Property. With respect to leased Real Property, Seller has the Companies have delivered or made available to Buyer Beneficiary true, complete and correct copies of any leases affecting the Real Property. The Company is not Neither of the Companies are a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The All the rent invoices issued by the landlord in connection with the lease of the Real Property have been duly and timely paid by Scomedica. To the Warrantors’ Knowledge, the use and operation of the Real Property in the conduct of any member of the Company Group’s Companies’ business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No To the Warrantor’s Knowledge, the Real Property is in sufficient operating use and repair taking into account normal wear and tear. To the Warrantors’ Knowledge, no material improvements used or occupied by Scomedica and constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of Scomedica or its landlord thereat. To the Company Group. There Warrantors’ Knowledge, there are no Actions pending nor, to the Seller’s Knowledge, nor threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned does not own any Real Property. Each member of the Company Group Property and has good and valid title to, or a valid leasehold interest in, all Real Property and personal tangible property and other tangible assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or which are being contested in good faith through proper proceedings and for which adequate reserves have been established on the Company’s books in accordance with GAAP; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting the Company’s Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (viv) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b4.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real PropertyProperty leased or subleased by the Company; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller The Company has delivered or made available to Buyer Parent true, complete and correct copies of any leases affecting Real Property of the Real PropertyCompany. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Company’s Real Property in the conduct of any member of the Company Group’s its business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Company’s Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the SellerCompany’s Knowledge, threatened against or affecting the Company’s Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. Condition and Sufficiency of Assets. (a) No member Except as set forth on the Schedule 3.07(a) of the Company Group owns or has owned any Real Property. Each member of Disclosure Schedules, the Company Group or one of its Subsidiaries owns and has good and valid title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in shown to be owned or leased by it on the Annual Financial Statements or acquired after the Latest Balance Sheet DateSheet, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances all Liens, except for Permitted Liens. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the following (collectively referred to as “Permitted Encumbrances”): Acquired Companies, together with all other properties and assets of the Acquired Companies, are (i) those items set structurally sound, and in good operating condition and repair, (ii) sufficient for the continued conduct of the Company’s business after the Closing in substantially the same manner as conducted prior to the Closing and (iii) constitute all of the rights, property and assets necessary to conduct the business of the Company as currently conducted, subject to maintenance and replacement in the ordinary course. (b) Schedule 3.07(b) of the Disclosure Schedules sets forth a list of all real property owned (of record, beneficially or otherwise) by the Acquired Companies, with each property identified by the applicable common street address, and the owner’s name (such real property, together with all improvements and fixtures thereon and all easements and appurtenances thereunto belonging, collectively, the “Owned Real Property”). 18 (c) Schedule 3.07(c) of the Disclosure Schedules sets forth a list of all real property leases, subleases or other occupancies to which the Company is party as lessor or lessee or which the Company suffers or permits (the “Leases”). A true, correct and complete copy of each Lease has been delivered by the Company to Purchaser. Each of the Leases is a legal, valid and binding obligation of the Acquired Company party thereto, enforceable against such Acquired Company and, to the Company’s knowledge, the other parties thereto. All conditions precedent to the enforceability of each such Lease, to the Company’s knowledge, have been satisfied and there is no material breach or default, nor state of facts which, with the passage of time, notice or otherwise, would result in Section 3.11(aa material breach or default on the part of or by such Acquired Company or, to the Company’s knowledge, on the part of the lessor thereunder. Except as disclosed on Schedule 3.07(c) of the Disclosure Schedules;, with respect to each Real Property, the applicable Acquired Company party is in exclusive possession thereof and of all easements, licenses or rights required by applicable Law for use and occupancy as are necessary and material to the conduct of such business thereon as currently conducted by such Acquired Company. The transactions contemplated by this Agreement do not require the consent of any other party to any Lease (except those for which such consents have been obtained), will not result in a breach of default thereunder, and will not otherwise cause any Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing. No security deposit or portion thereof deposited with respect to any such Lease has been applied in respect of a breach of or default under such arrangement that has not been redeposited in full. No Acquired Company owes, or will in the future owe (based on actions taken prior to the Closing Date), any brokerage commissions or finder’s fees with respect to any Lease, and no party to any Lease is an Affiliate of, or otherwise has any economic interest in, the Company or any Acquired Company. (d) An Acquired Company is the owner of good, marketable and indefeasible fee simple title to each parcel of the Owned Real Property, free and clear of every kind or description of Lien except (i) Permitted Liens and (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; or (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company Group. (b) Section 3.11(bLiens set forth on Schedule 3.07(d) of the Disclosure Schedules lists Schedules. The Company has made available to Purchaser copies of the deeds and other instruments (ias recorded) by which the street address Acquired Companies acquired the Owned Real Property and copies of each parcel of all title insurance policies, opinions, abstracts and surveys relating to such Owned Real Property; . (iie) if such property is leased or subleased by any member None of the Company GroupOwned Real Property or, to the Company’s knowledge, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting subject to any option to purchase, purchase agreement, lease, sublease, right of first refusal or any other grant to any Person of any right to the possessionpurchase, lease, sublease, use, occupancy or enjoyment of such property or any leased Real Property. portion thereof or interest therein. (f) The use and operation of the Real Property in the conduct of any member of the Company Group’s Acquired Companies’ business do does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Owned Real Property or, to the Company’s knowledge, the Leased Real Property, encroach on real property owned or leased by a Person other than any member of the Company Group. Acquired Companies. (g) There are no Actions pending noror, to the SellerCompany’s Knowledgeknowledge, threatened against or affecting the Owned Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. (h) The Owned Real Property and, to the Company’s knowledge, the Leased Real Property, has rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service the property for its intended use. With respect to the Owned Real Property and, to the Company’s knowledge, the Leased Real Property, (A) all public utilities necessary or convenient to the full use and enjoyment of such Real Property are located either in the public right of way abutting such Real Property (which are connected so as to serve such Real Property without passing over other property) or in recorded easements serving such Real Property and (B) all roads necessary for the use of such Real Property for its current respective purposes have been completed and dedicated to public use and accepted by all Governmental Authorities. No Acquired Company has received any notice from any insurance company or board of fire underwriters of any defects or inadequacies in or on any Real Property or any part or component thereof that could materially and adversely affect the insurability of the Real Property or cause any increase in the premiums for insurance for the Real Property that have not been cured or repaired. (i) The Real Property constitutes all of the real property currently used or occupied by any Acquired Company in connection with or related to its business, sufficient for all of the Acquired Companies’ businesses and operations, and each applicable Acquired Company enjoys peaceful and undisturbed possession of the Leased Real Property sufficient for its current business and operational use requirements thereon. (j) No Acquired Company is a party to any agreements with owners or users of real property adjacent to any facility located on any parcel of the Real Property relating to the use, operation or maintenance of such Real Property or any adjacent real property which could materially and adversely affect the operation of such Acquired Company’s business conducted thereon. (k) To the Company’s knowledge, none of the Real Property or any portion thereof is located in a flood hazard area (as defined by the Federal Emergency Management Agency). (l) Except as set forth on Schedule 3.07(l) of the Disclosure Schedules, no Acquired Company has collaterally assigned or granted any Lien on any interest in a Real Property or Lease, in each case, other than Permitted Liens.

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group Clearance has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Dateof Clearance, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for those shown on the Title Commitment and except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.08(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupClearance Business; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupClearance Business; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupClearance Business. (b) Section 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller Clearance has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company Clearance is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupClearance’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the SellerSellers’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Target Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as ““ Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent delinquent, and which are not, individually or in the aggregate, material to the business of the Company GroupTarget Company; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupTarget Company; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupTarget Company. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupTarget Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased owned Real Property, Seller the Target Company has delivered or made available to Buyer Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupTarget Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupTarget Company. There are no Actions pending nor, to the SellerTarget Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the The Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets (tangible or intangible) reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent or the subject of dispute and which are not, individually or in the aggregate, material to the business of the Company Group; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; oror Securities Purchase Agreement 32 Project Acorn (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company Group. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased ; and (iv) the Company Group member that leases or subleases such parcel of Real Property, . The Company Group does not own any Real Property. Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company Group is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. With respect to Real Property leased to or by the Company Group, Seller has delivered or made available to Buyer true, complete and correct copies of any leases or subleases affecting the Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements Interim Balance Sheet or acquired after thereafter prior to the Balance Sheet Dateexecution of this Agreement, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet DateDate and assets that are not, individually or in the aggregate, material to the conduct of the business of the Company. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property Property, which are not, individually do not materially impair the occupation or in the aggregate, material to the business use of the Company GroupReal Property for the purposes which it is currently used; or (viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Company Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, Property and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) describes the current use of such property. With respect to leased owned Real Property, Seller the Company has delivered or made available to Parent or Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company and relating to the Real Property. With respect to leased Real Property, the Company has delivered or made available to Parent or Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the SellerCompany’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the The Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets (tangible or intangible) reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable;; Purchase Agreement 29 Project Acorn (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent or the subject of dispute and which are not, individually or in the aggregate, material to the business of the Company Group; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company Group. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased ; and (iv) the Company Group member that leases or subleases such parcel of Real Property, . The Company Group does not own any Real Property. Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company Group is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. With respect to Real Property leased to or by the Company Group, Seller has delivered or made available to Buyer true, complete and correct copies of any leases or subleases affecting the Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iiiii) mechanics, carriers’carrier’s, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (viii) liens Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b) of the Disclosure Schedules lists The Company has provided, as required, (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller the Company has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the SellerCompany’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned does not own any Real Propertyreal property. Each member of the The Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (viv) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of Company or Sub, as the Company Group owns or has owned any Real Property. Each member of the Company Group case may be, has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired by the Company or Sub after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent yet due and which are payable; (iv) imperfections of title or encumbrances, if any, that do not, individually or in the aggregate, material to materially impair the business continued use and operation of Company’s or Sub’s assets in the conduct of the Company GroupBusiness as presently conducted; (ivv) reservations of interest in minerals or royalty rights in favor of predecessors-in-title; (vi) easements, covenants, servitudes, rights of way, restrictions, zoning ordinances and other similar encumbrances affecting of record in the county where the Real Property which are is located that affect the Real Property that do not, individually or in the aggregate, material to materially impair the business continued use and operation of Company’s or Sub’s Real Property in the conduct of the Company Group; orBusiness as presently conducted; (vvii) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually practice; and (viii) those matters listed or otherwise disclosed in the aggregatetitle insurance policies, material title opinions, abstracts and surveys provided to the business of the Company GroupBuyer pursuant to this Agreement. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Groupor Sub, the landlord under the leaselease or sublease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which Company or Sub acquired such Real Property, and copies of all title insurance policies, title opinions, abstracts and surveys in the possession of Seller, Company, or Sub and covering the Real Property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting to which Company or Sub is a party, covering the Real Property. The Neither Company nor Sub is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real PropertyProperty except as listed on the Disclosure Schedules. The To the Knowledge of Seller, the use and operation of the Real Property by the Company or Sub in the conduct of any member of the Company GroupCompany’s or Sub’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreementagreement applicable to such Real Property. No material improvements constituting a part Except as set forth in Section 3.10(b) of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There Disclosure Schedules, there are no Actions charges, complaints, lawsuits, notices of violation or litigation pending nor, to the Knowledge of Seller’s Knowledge, any other Actions threatened in writing against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. To the Knowledge of Seller, Company’s and Sub’s leasehold interests are not subject to any mortgage or ground lease which is superior in priority to Company’s or Sub’s leasehold interest.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has and its Subsidiaries, as applicable, have good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, or as shown in the Disclosure Letter at Section 3.10, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Groupand its Subsidiaries, taken as a whole; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Groupand its Subsidiaries, taken as a whole; or (viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Company Disclosure Schedules Letter lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Groupor any of its Subsidiaries, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller the Company has delivered or made available to Buyer Parent true, complete and correct copies of any leases affecting the Real Property. The Neither the Company nor any of its Subsidiaries is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Groupor any of its Subsidiaries. There are no Actions pending nor, to the SellerCompany’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. (c) Neither the Company nor any of its Subsidiaries own, or have ever owned, any interest in any real property (or any buildings, structures and facilities located thereon) in fee (or the equivalent in any other jurisdiction).

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “"Permitted Encumbrances”"): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (viii) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.12(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller The Company has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s Company's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the Such applicable Company Group owns or has owned any Real Property. Each member of the Company Group Party has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure SchedulesSchedule 3.10(a); (ii) liens for Taxes not yet due and payable, which are set forth on Disclosure Schedule 3.10(a); (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; oror to the use of and operation of the Real Property; (viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts Contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company; or (v) the terms of any Company GroupIP Agreements. (b) Section 3.11(bDisclosure Schedule 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Groupor a Subsidiary, the landlord under the lease, the rental amount currently being paid, and the expiration existence of the term of such any default under each lease or sublease for each leased or subleased propertysublease; and (iii) the current use of such property. With respect to owned Real Property, Sellers have delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company or the applicable Subsidiary acquired such Real Property, and copies of all title insurance policies, surveys, zoning reports, engineering reports, business licensees, certificates of occupancy, and any notice or correspondence from any federal, state, county, municipal or governmental authority concerning code violations or zoning violations or changes in the zoning classification in the possession of Sellers or any Company Party and relating to the Real Property. With respect to leased Real Property, Seller has Sellers have delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property, including without limitation, any and all amendments to such leases, estoppel certificates or notices of any default sent by or to any Company Party. The No Company Party is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s Company's and Subsidiaries’ business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No Except as set forth in any survey or title report or as otherwise disclosed to Buyer, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Groupor an applicable Subsidiary. There are no Actions pending nor, to the Seller’s Sellers’ Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. The Company has the right to purchase the Real Property leased pursuant to the lease identified in Disclosure Schedule Section 7.02(t).

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “"Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) "): A. liens for Taxes not yet due and payable; (iii) ; B. mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group; (iv) Company; C. easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, 26 v9 individually or in the aggregate, material to the business of the Company GroupCompany; or (v) or D. other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company Group. (b) Section 3.11(b) Company. . Schedule Part B of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased owned Real Property, Seller has Sellers have delivered or made available to Buyer Transferor true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Sellers or the Company and relating to the Real Property. With respect to leased Real Property, Sellers have delivered or made available to Transferor true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s Company's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Seller’s Sellers' Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. xxvi. Condition and Sufficiency of Assets. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Company are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property 27 7v9 currently owned or leased by the Company, together with all other properties and assets of the Company, are sufficient for the continued conduct of the Company's business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Company as currently conducted. xxvii.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Year End Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased owned Real Property, Seller the Company has delivered or made available to Buyer Parent true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company and relating to the Real Property. With respect to leased Real Property, the Company has delivered or made available to Parent true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the SellerCompany’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or ’s (iv) amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (ivv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property of record or filed for record which in either case are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (vvi) liens in favor of landlords under any leases or rental agreements that are part of the Real Property (vii) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(a)(ii) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Company and relating to the Real Property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases (including modifications or amendments thereto) affecting the Real Property. The Except as set forth in Section 3.10(b) of the Disclosure Schedules, the Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The condition, use and or operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit and there are no Encumbrances on or agreementaffecting the Real Property (other than Permitted Encumbrances). No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Unaudited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, Kozaris has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Seller or the Company and relating to the Real Property. With respect to leased Real Property, Seller Kozaris has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title (and, in the case of owned Real Property, marketable and good title of public record and in fact) to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. Seller has good and valid title to the Acquired Assets. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of such Real Property; Property and (ii) if with respect to Real Property located in Mexico, the title deed number and property registry data for such property is leased Real Property and the notary before whom such Real Property was granted. With respect to owned Real Property, Seller has delivered or subleased by any member made available to Buyer prior to the date hereof true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company Group, the landlord under the lease, the rental amount currently being paidacquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the expiration possession of Seller or the term of such lease or sublease for each leased or subleased property; Company and (iii) relating to the current use of such propertyReal Property. With respect to leased Real Property, Seller has delivered or made available to Buyer prior to the date hereof true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “"Permitted Encumbrances”"): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Company and relating to the Real Property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s Company's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Seller’s 's Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course Ordinary Course of business Business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course Ordinary Course of business Business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course Ordinary Course of business Business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased owned Real Property, Seller the Company has delivered or made available to Buyer Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company and relating to the Real Property. With respect to leased Real Property, the Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No To the Company’s Knowledge, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the SellerCompany’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group Target and Acquired Subsidiary has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. The Targets and Acquired Subsidiaries own all of the assets, rights and properties necessary for Buyer to operate the Business after the Closing in the same manner as conducted by Seller in the twelve (12) months prior to the date hereof. The only assets of the PA Subsidiaries are those assets necessary for the operation of the Business in the State of Pennsylvania. All such rights, properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures; (iii) mechanics, carriers’, workmen’s, repairmen’s ’s, or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Groupbusiness; (iv) easements, rights of way, zoning ordinances ordinances, and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; orProperty; (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are notbusiness; or (vi) other imperfections of title or Encumbrances, individually or in the aggregateif any, material to the business of the Company Groupthat have not had, and would not have, a Material Adverse Effect. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists lists: (i) the street address of each parcel of owned Real Property; and (ii) if such property is leased or subleased by any member the street address of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration each parcel of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer trueand a list, complete and correct copies as of any the date of this Agreement, of all leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment for each parcel of any leased Real Property. The use and operation Property involving total annual payments of at least $100,000, (collectively, “Leases”), including the identification of the Real Property in the conduct of any member of the Company Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingslessee and lessor thereunder.

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group Cocrystal has good and valid (and, in the case of owned real property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property real property and personal property and other assets reflected in the Annual Cocrystal Audited Financial Statements or acquired after the Cocrystal Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Datebusiness. All such properties and assets (including leasehold interests) are free and clear of Permitted Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):encumbrances: (i) those items set forth in Section 3.11(a) of the Disclosure SchedulesSchedule 4.11; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iii) mechanics, carriers’, ,’ workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCocrystal; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property real property which are not, individually or in the aggregate, material to the business of the Company GroupCocrystal; or (v) other than with respect to owned real property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCocrystal. (b) Section 3.11(b) of the Disclosure Schedules Schedule 4.11 lists (i) the street address of each parcel of Real Propertyreal property; (ii) if such property is leased or subleased by any member of the Company GroupCocrystal, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Propertyowned real property, Seller Cocrystal has delivered or made available to Buyer RFSP true, complete and correct copies of the deeds and other instruments (as recorded) by which Cocrystal acquired such real property, and copies of all title Insurance Policies, opinions, abstracts and surveys in the possession of Cocrystal and relating to the real property. With respect to leased real property, Cocrystal has delivered or made available to RFSP true, complete and correct copies of any leases affecting the Real Propertyreal property. The Company Cocrystal is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Propertyreal property except as disclosed on Schedule 4.11. The use and operation of the Real Property real property in the conduct of any member of the Company GroupCocrystal’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property real property encroach on real property owned or leased by a Person other than any member of the Company GroupCocrystal. There are no Actions pending nor, to the SellerCocrystal’s Knowledgeknowledge, threatened in writing against or affecting the Real Property real property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has (i) good and indefeasible fee simple title to all owned any Real Property. Each member of the Company Group has , (ii) a valid leasehold interest in all leased Real Property, and (iii) good and valid title to, or a valid leasehold interest in, to all Real Property and personal property and other assets reflected in on the Annual Financial Statements Balance Sheet or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course Ordinary Course of business consistent with past practice Business since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items Encumbrances set forth in Section 3.11(a3.09(a) of the Disclosure SchedulesSchedule; (ii) liens Encumbrances for Taxes not yet due and payablepayable or which are being contested in good faith and for which adequate reserves have been established in the Financial Statements in accordance with GAAP; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens Encumbrances arising or incurred in the ordinary course Ordinary Course of business consistent with past practice Business or amounts that are not delinquent and which are not, individually or in the aggregate, material pursuant to the business of the Company Groupapplicable Law; (iv) easements, rights of way, zoning ordinances ordinances, building codes, and other similar encumbrances non-monetary Encumbrances affecting the Real Property which (A) do not materially interfere with the present use of such Real Property in the conduct of the Company’s business, (B) are notset forth on the owner policy of title insurance previously obtained by the Company, or (C) are otherwise set forth on a commitment for title insurance issued to, or obtained by, Buyer; (v) Encumbrances consisting of pledges or deposits required in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation or to secure liability to insurance carriers; (vi) Encumbrances securing capital lease obligations, which capital lease obligations are recorded on the Balance Sheet in accordance with GAAP; (vii) any interest or title of a lessor or sublessor, as lessor or sublessor, under any lease and any precautionary uniform commercial code financing statements filed under any lease; (viii) Encumbrances of public record or other imperfections in title which are not material in character, amount or extent and which do not individually or in the aggregate, material to aggregate materially detract from the value or materially interfere with or prohibit the present use of the assets or operations of the business (as currently conducted) subject thereto or affected thereby; (ix) as of the Company Groupdate of this Agreement but not as of the Closing, all Encumbrances for Indebtedness; orand (vx) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course Ordinary Course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupBusiness. (b) Section 3.11(b3.09(b) of the Disclosure Schedules Schedule lists (i) the street address of each parcel of Real Property and the parcel identification number of each owned parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased owned Real Property, Seller the Company shall exercise good faith and commercially reasonable efforts to cooperate with Buyer’s investigation of the condition and suitability of the Real Property for Buyer’s purposes including, without limitation, delivery to Buyer of true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies and surveys in the possession of Sellers or the Company and relating to the Real Property. With respect to Real Property leased by the Company, the Company has delivered or made available to Buyer true, complete and correct copies of any leases leases, including amendments, and/or any other occupancy agreements affecting the Real Property. The Except as set forth on the Disclosure Schedule, the Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy occupancy, or enjoyment of any leased Real Property. The Company has not received any written notice that the use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate violates in any material respect any Law, covenant, condition, restriction, easement, license, permit permit, or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending norpending, nor to the SellerCompany’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. The Company has not granted to any Person any options, rights of first refusal or other purchase rights with respect to the Real Property. Except as set forth on the Disclosure Schedule, to the Company’s Knowledge, there are no pending appeals or proceedings for the adjustment of the assessed value of all or any portion of the Real Property.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements Interim Balance Sheet or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent delinquent, and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; orCompany; (viv) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) other liens or imperfections of title that are not, individually or in the aggregate, material to the business of the Company. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased The Company does not own any Real Property, . Seller has delivered or made available to Buyer true, complete and correct copies of any all leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The To the Knowledge of Seller, the use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any applicable Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title (and, in the case of owned Real Property, marketable and good title of public record and in fact) to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. Seller has good and valid title to the Acquired Assets included. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of such Real Property; Property and (ii) if with respect to Real Property located in Mexico, the title deed number and property registry data for such property is leased Real Property and the notary before whom such Real Property was granted. With respect to owned Real Property, Seller has delivered or subleased by any member made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company Group, the landlord under the lease, the rental amount currently being paidacquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the expiration possession of Seller or the term of such lease or sublease for each leased or subleased property; Company and (iii) relating to the current use of such propertyReal Property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; orCompany; (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of The Company does not own any Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller the Company has delivered or made available to Buyer Parent true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the ACFP Company Group owns or has owned any Real Property. Each member of An ACFP Company has, or will have at the Company Group has Closing, good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets (except, in all cases, with respect to Intellectual Property, which is addressed in Section 3.12(c)) reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens Encumbrances for Taxes not yet due and payable, that are due but not yet delinquent or that are being contested in good faith and by appropriate proceedings; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens Encumbrances arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Groupdelinquent; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances Encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business ACFP Business; (iv) non-exclusive licenses granted in the ordinary course of the Company Group; orbusiness; (v) liens Encumbrances arising under equipment leases and other similar agreements with third parties entered into in the ordinary course of business consistent with past practice, which are not, individually or in the aggregate, material to the ACFP Business; (vi) other than with respect to owned Real Property, Encumbrances arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice practice, which are not, individually or in the aggregate, material to the business of ACFP Business; and (vii) Encumbrances arising under or relating to the Company GroupCredit Agreement. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists as of the date hereof: (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of an ACFP Company, the ACFP Company Group, and the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use as of the date hereof of such property. With respect to owned Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the applicable ACFP Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or any ACFP Company and relating to the Real Property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The No ACFP Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The To Seller’s Knowledge, the use and operation of the Real Property in the conduct of any member of the Company Group’s business do ACFP Business does not violate in any material respect any Law, covenantPermit, conditionlease or real property license. To Seller’s Knowledge, restriction, easement, license, permit or agreement. No no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Groupan ACFP Company. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member Each of the Company Group owns or has owned any Real Property. Each member of the Company Group and its Subsidiaries has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group;Business; or (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business Business. (b) Section 4.10(b) of the Company GroupDisclosure Schedules sets forth a true, correct and complete list of (i) all Real Property owned by each of the Company and its Subsidiaries and their street addresses (collectively, the “Owned Real Property”) and (ii) interests in Real Property leased or subleased by any of the Companies as lessee (collectively, the “Leased Properties”) and identifies for each lease of Leased Property (individually, a “Lease” and, collectively, the “Leases”) the parties thereto, the address of the property subject thereto, the base rent payable thereunder, and the renewal option date,. With respect to each Owned Real Property, to Transferors’ knowledge, the applicable company has good and marketable title to each such Owned Real Property subject only to Permitted Encumbrances and has delivered or made available to ParentCo and MedMen true, complete and correct copies of the deeds and other instruments (as recorded) by which it acquired such Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in its possession and relating to the Owned Real Property. With respect to the Leased Real Property, to Transferors’ Knowledge, the applicable company has a good, marketable and valid leasehold interest in each Leased Property, subject only to Permitted Encumbrances. The Company has previously delivered to the ParentCo and MedMen, correct and complete copies of each Lease, together with all amendments, modifications, supplements, waivers and side letters related thereto. With respect to each Lease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; or (ii) none of the Companies, to the Transferors’ Knowledge, any other party to the Lease is in breach or default thereunder, and no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the Lease; (iii) no party to the Lease has repudiated any provision thereof; (iv) there are no disputes or oral agreements in effect as to the Lease; (v) liens arising under original purchase price conditional sales contracts the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the ParentCo and equipment leases with third parties entered into MedMen; and (vi) none of Company or its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the ordinary course Lease. (c) With respect to each Real Property: (i) the current use of business consistent such Real Property and the operation of Business thereon does not violate any instrument of record or Contract affecting such Real Property, or any applicable Law in any material respect (without any fines or monetary Liabilities attached); (ii) there are no leases, subleases, licenses, concessions or other Contracts, written or oral, granting to any Person the right of use or occupancy of any portion of such Real Property except in favor of one of the Companies; and (iii) there are no Persons in possession of such Real Property except the Company or one of its Subsidiaries. (d) To the extent necessary to run the Business as conducted as of the date of this Agreement, the Company or applicable Subsidiary has all certificates of occupancy and Permits necessary for the current use and operation, in all material respects, of each Real Property. Such Permits have been validly issued by the appropriate Governmental Authority in compliance with past practice which all applicable Laws, and the applicable has fully complied with all conditions of the Permits applicable to it. All such Permits are notin full force and effect in all material respects without requirement of further consent or approval of any Person. (e) To Transferors’ Knowledge, no part of any Real Property is subject to any building or use restrictions that would, individually or in the aggregate, material to materially restrict or prevent the business of the Company Group. (b) Section 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate Business in any material respect any Lawon the Companies’ Real Property, covenantand each Real Property is properly and duly zoned for its current use, condition, restriction, easement, license, permit or agreementand such current use is in all respects a conforming use. No material improvements constituting a part of the Governmental Authority having jurisdiction over any Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending norhas issued or, to the Seller’s KnowledgeKnowledge of the Transferors, threatened against to issue any notice or affecting order, injunction, judgment, decree, ruling, writ or arbitration award that adversely affects the use or operation of any Real Property. (f) There does not exist any actual or, to the Knowledge of the Transferors, threatened or contemplated, condemnation or eminent domain proceedings that affect any Real Property or any portion thereof part thereof, and none of the Company or interest therein in any of its Subsidiaries has received any notice, oral or written, of the nature intention of any Governmental Authority or in lieu of condemnation other Person to take or eminent domain proceedingsuse any Real Property or any part thereof.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or liens; (iv) amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (ivv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property of record or filed for record which in either case are not, individually or in the aggregate, material to the business of the Company Group; orCompany; (vvi) liens in favor of landlords under any leases or rental agreements that are part of the Real Property; and (vii) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(a)(ii) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Company and relating to the Real Property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases (including modifications or amendments thereto) affecting the Real Property. The Except as set forth in Section 3.10(b) of the Disclosure Schedules, the Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The condition, use and or operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit and there are no Encumbrances on or agreementaffecting the Real Property (other than Permitted Encumbrances). No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. (c) Xxxxxxxx does not own, lease or operate, and has never owned, leased or operated, any real property or other tangible, or intangible assets other than the Company Shares.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and Property, personal property and other assets reflected in the Annual Financial Statements Interim Balance Sheet or acquired after the Interim Balance Sheet Date, other than any of such properties and assets that were sold or otherwise disposed of in the ordinary course of business consistent with past practice practices since the Interim Balance Sheet Date. All such properties and assets so reflected or acquired (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Company Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or that are being contested in good faith pursuant to appropriate proceedings (provided appropriate reserves required pursuant to GAAP have been made in respect thereof); (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice practice, or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company; (v) statutory liens to secure obligations to landlords or lessors, or any Encumbrances set forth in or arising under the written lease or rental agreements set forth in Section 3.10(a)(v) of the Company GroupDisclosure Schedules; or (vvi) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company Group.Company. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (b) The Company does not own any Real Property. Section 3.11(b3.10(b) of the Company Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller the Company has delivered or made available to Buyer Parent true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the SellerCompany’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member As of each Closing Date, the Company Group owns or has owned any Real Property. Each member of the Company Group has will have good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Carve-Out Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased owned Real Property, Seller the Company has delivered or made available to Buyer Investor true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company and relating to the Real Property. With respect to leased Real Property, the Company has delivered or made available to Investor true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the SellerParent’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure SchedulesSchedules and/or identified in the Title Commitment and/or Title Policy; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (v) restrictions on transfer of securities under applicable U.S. State or federal securities Laws; or (vvi) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, Sellers’ Representative has delivered or made available to Buyer copies of all title insurance policies, opinions, abstracts and surveys in the possession of Sellers or the Company and relating to the Real Property. With respect to leased Real Property, Seller Sellers’ Representative has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The Except as may be set forth on Section 3.10(a) of the Disclosure Schedules, or as may be addressed in Sections 3.18 or 3.19, the use and operation of the Real Property in the conduct of any member of the Company Group’s Company's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No , and no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the each Seller’s 's Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or does not own any real property. The Company has owned any Real Property. Each member of the Company Group has good and valid title to, or a valid leasehold interest in, in all Real Property and personal property and other assets reflected in the Unaudited Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real PropertyProperty leased or subleased by the Company; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased or subleased Real Property, Seller the Company has delivered or made available to Buyer Parent true, complete and correct copies of any leases leases/subleases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the SellerCompany’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of The Company and the Company Group owns or has owned any Real Property. Each member of the Company Group has Asset Sellers have good and valid title to, or in the case of leased or licensed assets, have valid and subsisting leasehold interests or licenses in and to or otherwise have the valid right to use (including as a result of the valid leasehold interest intitle, lease or license thereof by Seller or any of its other Affiliates), all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and material assets (including leasehold interestspersonal property) are used in the Business as currently conducted, free and clear of Encumbrances any Lien thereon (except for the following (collectively referred to as “any Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; or (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupLien). (b) The Company does not own any real property. Section 3.11(b2.9(b)(i) of the Seller Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member Schedule sets forth a list, as of the date of this Agreement, of all real property in which the Company Groupor, with respect to the Transferred Leases, the landlord under Asset Sellers has a leasehold interest as lessee or sublessee or is a lessor or sublessor, together with the lease, the rental amount currently being paid, and the expiration of the term of such applicable real property lease or sublease for each leased or subleased property; and relating thereto (iii) collectively, the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property“Business Leases”). The Company is not or applicable Asset Seller holds a sublessor current and valid leasehold interest in each real property set forth on Section 2.9(b)(i) of the Seller Disclosure Schedule, in each case, free and clear of all Liens, except Permitted Liens. All such Business Leases are in full force and effect and are enforceable against the Company or grantor under any sublease or other instrument granting to any other Person any right applicable Asset Seller, and to the possessionSeller’s Knowledge, leaseagainst the counterparty thereto, occupancy or enjoyment of any leased Real Property. The use in all material respects in accordance with their respective terms, subject to the Bankruptcy and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate in any material respect any LawEquitable Exceptions, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending norand, to the Seller’s Knowledge, threatened against or affecting no written notices of material default under (c) All of the Real Property or any portion thereof or interest therein buildings, fixtures, leasehold improvements, computers, equipment and other tangible and intangible assets necessary for the conduct of the Business as presently conducted are in good condition and repair, ordinary wear and tear excepted, and are usable in the nature or in lieu Ordinary Course of condemnation or eminent domain proceedingsBusiness.

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group Cocrystal has good and valid (and, in the case of owned real property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property real property and personal property and other assets reflected in the Annual Unaudited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure SchedulesSchedule 3.10; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iii) mechanics, carriers’, workmen’s, repairmen’s repairmen or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCocrystal; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property real property which are not, individually or in the aggregate, material to the business of the Company GroupCocrystal; or (v) other than with respect to owned real property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCocrystal. (b) Section 3.11(b) of the Disclosure Schedules Schedule 3.10 lists (i) the street address of each parcel of Real Propertyreal property; (ii) if such property is leased or subleased by any member of the Company GroupCocrystal, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Propertyowned real property, Seller Cocrystal has delivered or made available to Buyer Biozone true, complete and correct copies of the deeds and other instruments (as recorded) by which Cocrystal acquired such real property, and copies of all title Insurance Policies, opinions, abstracts and surveys in the possession of Cocrystal and relating to the real property. With respect to leased real property, Cocrystal has delivered or made available to Biozone true, complete and correct copies of any leases affecting the Real Propertyreal property. The Company Cocrystal is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Propertyreal property. The use and operation of the Real Property real property in the conduct of any member of the Company GroupCocrystal’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property real property encroach on real property owned or leased by a Person other than any member of the Company GroupCocrystal. There are no Actions pending nor, to the SellerCocyrstal’s Knowledgeknowledge, threatened against or affecting the Real Property real property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Unaudited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b2.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if , and identifies whether such property parcel of Real Property is owned or leased by the Company. With respect to owned Real Property, Sellers have delivered or subleased by any member made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company Group, the landlord under the lease, the rental amount currently being paidacquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the expiration possession of Sellers or the term of such lease or sublease for each leased or subleased property; Company and (iii) relating to the current use of such propertyReal Property. With respect to leased Real Property, Seller has Sellers have delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. . (c) The leases delivered to Buyer by Company or Sellers regarding the leased Real Property identified in Section 2.10(b) of the Disclosure Schedules (each a “Lease”) represents all Real Property leased by Company and contain the entire agreement between the landlord of each of the leased premises and the Company, and there is not a sublessor or grantor under any sublease or no other instrument granting to any other Person any right to Contract between the possession, lease, occupancy or enjoyment of any landlord and the Company affecting such leased Real Property. The use and operation With respect to each of the Real Property Leases: (i) such Lease is legal, valid, binding, enforceable, and in the conduct of any member of full force and effect; (ii) neither the Company Group’s business do not violate in nor any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending Sellers nor, to the Knowledge of Sellers, any other party to the Lease, is in default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a default under such Lease; and (iii) the Company’s or Seller’s Knowledgepossession and quiet enjoyment of the leased Real Property under such Lease has not been disturbed, threatened against and to the Knowledge of Sellers, there are no disputes with respect to such Lease. Neither the Company nor any Sellers has assigned, pledged, mortgaged, hypothecated, or affecting otherwise transferred any Lease or any interest therein nor has the Company or any Seller subleased, licensed, or otherwise granted any Person a right to use or occupy such leased Real Property or any portion thereof thereof. The leased Real Property is in compliance in all material respects with all applicable Laws pertaining thereto and the operations conducted thereat. The Company has not received written notice from any Governmental Authority of any alleged violation or interest therein in assertion of any violation of any applicable Laws pertaining to the nature or in lieu of condemnation or eminent domain proceedingsleased Real Property and the operations conducted thereat.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (viii) liens Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b) of the Disclosure Schedules lists The Company has provided, as required, (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller the Company has delivered or made available to Buyer Investor true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the SellerCompany’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned does not own any Real Property. Each member of the The Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “"Permitted Encumbrances”"): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has Sellers have delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s Company's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Seller’s Sellers’ Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures; (iii) mechanics’, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company; (v) nonexclusive licenses to Company GroupIntellectual Property entered into in the ordinary course of business consistent with past practice (which, for clarity, do not include any licenses to any third party of any player information); or (vvi) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property Real Property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased propertyReal Property; and (iii) the current use of such propertyReal Property. With respect to owned Real Property, the Company has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company and relating to the Real Property. With respect to leased Real Property, Seller the Company has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the SellerCompany’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. ‌ (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group The Target has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all of its Real Property and personal property and other assets, and all such Real Property and personal property and other assets are reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “"Permitted Encumbrances”):Encumbrances"):‌ (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupTarget; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupTarget; or (viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupTarget. (b) Section 3.11(b3.10(b) of the Disclosure Schedules Schedule of the Vendors lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupTarget, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased owned Real Property, Seller Vendors has delivered or made available to Buyer Purchaser true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Vendors or the Target and relating to the Real Property. With respect to leased Real Property, Vendors has delivered or made available to Purchaser true, complete and correct copies of any leases affecting the Real Property. The Company Target is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s Target's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupTarget. There are no Actions pending nor, to the Seller’s Vendors' Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.proceedings.‌

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group has sole and exclusive, good and valid marketable title to, or in the case of property held under a lease or other Contract, a valid and enforceable leasehold interest in, or adequate rights to use, all Real Property of its properties, rights and assets, whether real or personal property and other whether tangible or intangible (in each case subject to Permitted Encumbrances), including all assets reflected in the Annual balance sheet included in the Financial Statements or acquired after the Balance Sheet Date, other than immaterial properties and immaterial assets sold or otherwise disposed of in the ordinary course Ordinary Course of business consistent with past practice Business since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items . Except as set forth in on Section 3.11(a3.12(a) of the Disclosure Schedules; , all of the material fixtures and other material improvements to the Real Property and all of the material tangible personal property owned by any member of the Company Group or primarily held for use by the Business are, when considered in the context of the Business taken as a whole, in all material respects: (i) adequate and suitable for their present uses; (ii) liens for Taxes not yet due in good working order, operating condition and payable; state of repair (iii) mechanicsordinary wear and tear excepted, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; or (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company Group.22 (b) Section 3.11(b3.12(b) of the Disclosure Schedules lists lists: (i) the street address of each parcel of owned Real Property (the “Owned Real Property; ”), and (ii) if such property is the street address of each parcel of leased Real Property (the “Leased Real Property”), and a list, as of the date of this Agreement, of all leases for each Leased Real Property (collectively, “Leases”), including the identification of the lessee and lessor thereunder. Seller has made correct and complete copies of each of the Leases available to Buyer. (c) There are no leases, subleases, licenses, concessions or subleased other Contracts entered into by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument Group granting to any Person other Person than a member of the Company Group the right of use or occupancy of all or any right to portion of the possession, lease, occupancy or enjoyment of any leased Owned Real Property. The use and operation of the Real Property in the conduct of . (d) Neither Seller nor any member of the Company Group’s business do not violate in Group has granted to any material respect third party or parties any Lawoptions, covenant, condition, restriction, easement, license, permit rights of first offer or agreementfirst refusal to purchase the Owned Real Property or any portion or interest therein. No material improvements constituting a part member of the Company Group is obligated under any outstanding and exercised options, rights of first offer or first refusal to purchase any of the Leased Real Property encroach on real property owned or leased by a Person other than Property. (e) None of Seller, any member of the Company Group. There are no Actions pending norGroup or any of their respective Affiliates has received written notice from any Governmental Authority or, to the Seller’s Knowledge, has received any oral notice of any pending, threatened against or contemplated condemnation proceeding affecting the any Owned Real Property or any material portion thereof. (f) None of the Owned Real Property, or the condition or the use thereof by the Company Group, contravenes or violates in any respect any applicable zoning ordinance or other applicable Law relating to the operation of the Owned Real Property, except, in each case, as would not have a Material Adverse Effect. (g) The members of the Company Group are in sole possession of the Leased Real Property and have not assigned, licensed, subleased, transferred, conveyed, mortgaged, encumbered or otherwise granted to any Person all or any portion of its respective interest therein in any of the nature Leases or in lieu of condemnation the right to use or eminent domain proceedingsoccupy such Leased Real Property.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a4.09(a) of the Company’s Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent delinquent, and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b4.09(b) of the Company’s Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased owned Real Property, Seller the Company has delivered or made available to Buyer Investor true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company and relating to the Real Property. With respect to leased Real Property, the Company has delivered or made available to Investor true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the SellerCompany’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet DateDate or as set forth in Section 3.8 of the Disclosure Schedules. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due delinquent or being contested in good faith by appropriate procedures and payablefor which there are adequate accruals or reserves on the Balance Sheet; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; orCompany; (viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or practice; (v) liens in favor of customs and revenue authorities arising as a matter of Law to secure payments of customs duties in connection with the aggregate, material to importation of goods; (vi) any Encumbrances against the business interest of the landlord or sublandlord of any leased Real Property that are not caused by Company Groupand do not adversely affect Company’s leasehold interest in, or Company’s use of, such leased Real Property or otherwise impair Company’s business operations at or relating to such leased Real Property; or (vii) such imperfections of title and non-monetary Encumbrances as do not and will not materially detract from or interfere with the use of the properties subject thereto or affected thereby, or otherwise materially impair business operations involving such properties. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, Property and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. Company does not own any Real Property. With respect to leased Real Property, Seller Company has delivered or made available to Buyer Parent true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the SellerCompany’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet DateDate and Company Intellectual Property which is covered in Section 3.12. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances Encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (viv) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; , (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; property and (iii) the current use of such property. The Company does not own any Real Property. With respect to leased Real Property, Seller the Company has delivered or made available to Buyer Parent true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No To the Knowledge of the Company, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Seller’s KnowledgeKnowledge of the Company, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than (i) properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet DateDate and (ii) Company Intellectual Property which is covered in Section 3.12. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances Encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; , (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; property and (iii) the current use of such property. With respect to leased owned Real Property, Seller the Company has delivered or made available to Buyer Parent true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company and relating to the Real Property. With respect to leased Real Property, the Company has delivered or made available to Parent true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s Company's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No To the Company’s Knowledge, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Seller’s Company's Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the a. The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) i. those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) . liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iii) . mechanics’, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) . easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) v. other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) b. Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, Sellers have delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Sellers or the Company and relating to the Real Property. With respect to leased Real Property, Seller has Sellers have delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Seller’s Sellers’ Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) Encumbrances in favor of Fifth Third; (iii) liens for Taxes not yet due and payable; (iiiiv) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (ivv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (vvi) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of The Company does not own any Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller the Company has delivered or made available to Buyer Holdings true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group Seller has good and valid title to, or a valid leasehold interest in, all of its Real Property and personal property property, including but not limited to Sellers’ Intellectual Property, and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances Encumbrances, except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules, if any; (ii) liens for Taxes not yet due and payable; (iii) mechanics’, carriers’, workmen’s, repairmen’s ’s, or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupBusiness; (iv) easements, rights of way, zoning ordinances ordinances, and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; orBusiness; (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business Business; or (vi) other imperfections of title or Encumbrances, if any, that individually or in the Company Groupaggregate, have not had, and are not reasonably expected to have, a Material Adverse Effect. (b) Section 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of No Seller owns or has ever owned any Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has Sellers have delivered or made available to Buyer true, complete complete, and correct copies of any leases affecting the such Real Property. The Company No Seller is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy occupancy, or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business Business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit permit, or agreement. No Seller has received in the last twelve (12) months any written notice from any Governmental Authority of any special assessments for public improvements or of any building assessments for public improvements or of any building, safety, fire, or similar defect, deficiency, or hazard relating to the Real Property which remains open, pending, or unresolved. Certificates of occupancy are in full force and effect for each location of Real Property, and the uses thereof being made by the applicable Seller do not violate in any material improvements constituting respect any applicable zoning, subdivision, land use, or other Law. No third party has a part right to acquire any Seller’s interests in any of its leased Real Property. None of the Real Property encroach on real property owned or leased by is located within a Person other than any member of the Company Groupflood plain for flood insurance purposes. There To Sellers’ Knowledge, there are no Actions pending norpending, to the Seller’s Knowledgenor overtly threatened, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingscondemnation.

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group Seller has good and valid marketable title to, or a valid leasehold interest in, all Real Property and personal property and all other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent delinquent, and which are not, not individually or in the aggregate, material to the business of the Company GroupSeller; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupSeller; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupSeller. (b) Section 3.11(bSection 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupSeller, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which Seller acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller and relating to the Real Property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company Seller is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupSeller’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupSeller. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group The Company, each Subsidiary, and each Affiliated Practice has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by the Company, any member of the Company GroupSubsidiary, or any Affiliated Practice, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Company, any Subsidiary, or any Affiliated Practice and relating to the Real Property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company Neither the Company, any Subsidiary, or any Affiliated Practice is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Company, any member of the Company GroupSubsidiary, or any Affiliated Practice. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a1) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group Recruiter has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Recruiter Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (iiA) liens for Taxes not yet due and payable; (iiiB) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupRecruiter; (ivC) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupRecruiter; or (vD) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupRecruiter. (b2) Section 3.11(bSchedule 3.1(r) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupRecruiter, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased owned Real Property, Seller Recruiter has delivered or made available to Buyer Truli true, complete and correct copies of the deeds and other instruments (as recorded) by which Recruiter acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Recruiter and relating to the Real Property. With respect to leased Real Property, Recruiter has delivered or made available to Truli true, complete and correct copies of any leases affecting the Real Property. The Company Recruiter is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupRecruiter’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s KnowledgeKnowledge of Recruiter, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group MD Office has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and tangible personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. The assets owned or leased by MD Office are adequate and suitable in all material respects for the operation of MD Office’s business on the date hereof, and, with respect to tangible personal property, are in good operating condition (normal wear and tear excepted). All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) inchoate mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Groupbusiness; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances Encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupProperty; or (viv) other than with respect to owned Real Property, non-material liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company Groupbusiness. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists lists: (i) the street address of each parcel of owned Real Property; and (ii) if such property is leased or subleased by any member the street address of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration each parcel of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller and a list, as of the date of this Agreement, of all leases, subleases or similar agreements for each parcel of leased Real Property (collectively, “Leases”), including the identification of the lessee and lessor thereunder. (c) MD Office has delivered provided or otherwise made available to Buyer Digirad true, correct and complete and correct copies of any leases affecting the Real Propertyall Leases, including all amendments, terminations and modifications thereof. The Company There is not a sublessor or grantor not, under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate in Leases, any material respect any LawDefault by MD Office, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s KnowledgeKnowledge of MD Office, threatened against by any other party thereto. Except as set forth in Section 3.10(c) of the Disclosure Schedules, there are no other parties occupying, or affecting with a right to occupy, the leased Real Property or any portion thereof owned Real Property other than MD Office. MD Office has the right to use pursuant to the Leases all of the properties that are used or interest therein required for use in the nature or in lieu operation of condemnation or eminent domain proceedingsMD Office’s business as currently conducted.

Title to Assets; Real Property. (a) No member Neither the Seller nor any of the Company Group its Subsidiaries owns or has owned any Real Property. Each member . (b) The Seller and each of the Company Group its Subsidiaries has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets assets, tangible and intangible, which are necessary for or used in the conduct of its respective business, reflected in the Annual Compiled Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupSeller or its Subsidiaries; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupSeller or its Subsidiaries; or (viv) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupSeller or its Subsidiaries. (bc) Section 3.11(b3.10(c) of the Disclosure Schedules lists (i) all leases to which the street address Seller or any of its Subsidiaries is a party to, including all amendments, extensions, modifications or alterations to such leases, for each parcel of leased Real Property; Property (ii) if such property is leased or subleased by any member of collectively, “Leases”), including the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term address of such lease or sublease for each parcel of leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor leased Real Property set forth on Section 3.10(c) of the Disclosure Schedules comprise all of the real property used in the conduct of the business of the Seller and its Subsidiaries, and none of the Seller and/or its Subsidiaries own, operate, occupy, lease or grantor under sublease any sublease or real property other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any than such leased Real Property. The Seller has delivered to Buyer a true and complete copy of each Lease. The use and operation of the Real Property in the conduct of any member the businesses of the Company Group’s business Seller and its Subsidiaries do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part Each Lease is valid and in full force and effect, is unmodified and represents the entire agreement between the applicable lessee and lessor; no party under any Lease is in default of its obligations under such Lease; the possession by the Seller or applicable Subsidiary, and quiet enjoyment of the leased Real Property encroach on real property owned or leased by a Person under such Lease has not been disturbed, and there are no disputes with respect to such Lease; and the other than any member party to such Lease is not an Affiliate of the Company GroupSeller. There Except as set forth on Section 3.10(c) of the Disclosure Schedules, the consummation of the transactions contemplated by this Agreement will not constitute an event of default under, or require the consent of the other party to, any of the Leases and the continuation, validity and effectiveness of such Leases will not be adversely affected by the transactions contemplated by this Agreement. condition, restriction, easement, license, permit or agreement. Each Lease is valid and in full force and effect, is unmodified and represents the entire agreement between the applicable lessee and lessor; no party under any Lease is in default of its obligations under such Lease; the possession by the Seller or applicable Subsidiary, and quiet enjoyment of the leased Real Property under such Lease has not been disturbed, and there are no Actions pending nor, disputes with respect to such Lease; and the other party to such Lease is not an Affiliate of the Seller’s Knowledge. Except as set forth on Section 3.10(c) of the Disclosure Schedules, threatened against the consummation of the transactions contemplated by this Agreement will not constitute an event of default under, or require the consent of the other party to, any of the Leases and the continuation, validity and effectiveness of such Leases will not be adversely affected by the transactions contemplated by this Agreement. (a) Neither the Seller nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy any Real Property or any portion thereof. (b) Neither the Seller nor any of its Subsidiaries has received written notice of (1) any pending or contemplated condemnation, expropriation or other proceeding in eminent domain affecting the any Real Property or any portion thereof or interest therein therein, and, to the Seller’s Knowledge none is threatened, (2) any planned or proposed increase in the nature assessed valuation of any Real Property, (3) any order or governmental finding requiring repair, alteration or correction of any existing condition affecting any Real Property or (4) any condition or defect which could give rise to an order of the sort referred to in lieu clause (3) above. (c) All water, oil, gas, electrical, steam, compressed air, telecommunications, heating, ventilation and air conditioning, sewer, storm and waste water systems and other utility services for the Real Property are operational and sufficient for the operation of condemnation or eminent domain proceedingsthe business of the Seller and its Subsidiaries.

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group Seller has good and valid title to, or a valid leasehold interest in, all of its Real Property and personal property property, including but not limited to Sellers’ Intellectual Property, and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances Encumbrances, except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules, if any; (ii) liens for Taxes not yet due and payable; (iii) mechanics’, carriers’, workmen’s, repairmen’s ’s, or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupBusiness; (iv) easements, rights of way, zoning ordinances ordinances, and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupBusiness; or (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business Business; or (v) other imperfections of title or Encumbrances, if any, that individually or in the Company Groupaggregate, have not had, and are not reasonably expected to have, a Material Adverse Effect. (b) Section 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of No Seller owns or has ever owned any Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has Sellers have delivered or made available to Buyer true, complete complete, and correct copies of any leases affecting the such Real Property. The Company No Seller is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy occupancy, or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business Business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit permit, or agreement. No Seller has received in the last twelve (12) months any written notice from any Governmental Authority of any special assessments for public improvements or of any building assessments for public improvements or of any building, safety, fire, or similar defect, deficiency, or hazard relating to the Real Property which remains open, pending, or unresolved. Certificates of occupancy are in full force and effect for each location of Real Property, and the uses thereof being made by the applicable Seller do not violate in any material improvements constituting respect any applicable zoning, subdivision, land use, or other Law. No third party has a part right to acquire any Seller’s interests in any of its leased Real Property. None of the Real Property encroach on real property owned or leased by is located within a Person other than any member of the Company Groupflood plain for flood insurance purposes. There To Sellers’ Knowledge, there are no Actions pending norpending, to the Seller’s Knowledgenor overtly threatened, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingscondemnation.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, paid and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Company and relating to the Real Property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Windset Group has good and valid (and, in the case of Real Property owned by any member of the Windset Group (“Owned Real Property”), good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property property, including but not limited to Corporation Intellectual Property, and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(aSchedule 3.12(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of any member of the Company Windset Group; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of any member of the Company Windset Group; or (v) other than with respect to Owned Real Property and the Canadian Credit Agreements, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of any member of the Company Windset Group. (b) Section 3.11(bEach member of the Windset Group has received or shall receive in a timely fashion all permits and licenses required for the development, construction and operation of the U.S. Facility and the Business. Schedule 3.12(b) sets forth: (i) all such permits and licenses currently held by a member of the Windset Group, and (ii) as of the Closing Date, and after taking into effect the transactions contemplated by this Agreement, the aggregate amount of capital spent on the development and construction of the U.S. Facility. As of the Closing Date, the Windset Group possesses sufficient and adequate capital to complete the development and construction of the U.S. Facility as described on Schedule 3.12. Each member of the Windset Group has taken all actions necessary or desirable to exercise its option pursuant to the Option Agreement, and there are no unsatisfied or unwaived conditions precedent to the exercise by any member of the Windset Group of such option. (c) Schedule 3.12(c) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Windset Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Owned Real Property, Seller each member of the Windset Group has delivered or made available to Buyer the Investor true, complete and correct copies of the deeds and other instruments (as recorded) by which any member of the Windset Group acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of each member of the Windset Group and relating to the Real Property. With respect to Real Property leased by any member of the Windset Group (“Leased Real Property”), each member of the Windset Group has delivered or made available to the Investor true, complete and correct copies of any leases affecting the Real Property. The Company Each member of the Windset Group is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Leased Real Property. The use and operation of the Real Property in the conduct of any each member of the Company Windset Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member the members of the Company Windset Group. There are no Actions pending nor, to the SellerCorporation’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a1) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group Timefire has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Timefire Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “"Permitted Encumbrances”"): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (iiA) liens for Taxes not yet due and payable; (iiiB) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupTimefire; (ivC) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupTimefire; or (vD) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupTimefire. (b2) Section 3.11(bSchedule 3.1(p) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupTimefire, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased owned Real Property, Seller Timefire has delivered or made available to Buyer ENTK true, complete and correct copies of the deeds and other instruments (as recorded) by which Timefire acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Timefire and relating to the Real Property. With respect to leased Real Property, Timefire has delivered or made available to ENTK true, complete and correct copies of any leases affecting the Real Property. The Company Timefire is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s Timefire's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s KnowledgeKnowledge of each respective Manager, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Target Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupTarget Company; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupTarget Company; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupTarget Company. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupTarget Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased owned Real Property, Seller the Target Company has delivered or made available to Buyer Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupTarget Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupTarget Company. There are no Actions pending nor, to the SellerTarget Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of The Company does not own, and the Company Group owns has never owned, directly or has owned indirectly, any Real Propertyreal property. Each member of the The Company Group has good and valid title to, or a valid leasehold interest in, all Real Property real property leased or subleased by the Company (the “Company Property”) and all tangible personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) that certain Credit and Security Agreement, dated as of May 5, 2017 (as amended), by and between the Company and Consolidated Electrical Distributors, Inc., a Delaware corporation, and the liens and security interests related thereto affecting the Company; (iv) that Enterprise Lease; (v) non-exclusive outbound license of any Intellectual Property; or (vi) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; or (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Company Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased propertyCompany Property; and (iii) the current use of such propertyCompany Property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Company Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy occupancy, or enjoyment of any leased Real Company Property. The use and operation of the Real Company Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Company Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Company Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.09(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Company has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company and relating to the Real Property. With respect to leased Real Property, Seller the Company has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the SellerCompany’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the Such applicable Company Group owns or has owned any Real Property. Each member of the Company Group Party has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure SchedulesSchedule 3.10(a); (ii) liens for Taxes not yet due and payable, which are set forth on Disclosure Schedule 3.10(a); (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; oror to the use of and operation of the Real Property; (viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts Contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company; or (v) the terms of any Company GroupIP Agreements. (b) Section 3.11(bDisclosure Schedule 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Groupor a Subsidiary, the landlord under the lease, the rental amount currently being paid, and the expiration existence of the term of such any default under each lease or sublease for each leased or subleased propertysublease; and (iii) the current use of such property. With respect to owned Real Property, Sellers have delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company or the applicable Subsidiary acquired such Real Property, and copies of all title insurance policies, surveys, zoning reports, engineering reports, business licensees, certificates of occupancy, and any notice or correspondence from any federal, state, county, municipal or governmental authority concerning code violations or zoning violations or changes in the zoning classification in the possession of Sellers or any Company Party and relating to the Real Property. With respect to leased Real Property, Seller has Sellers have delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property, including without limitation, any and all amendments to such leases, estoppel certificates or notices of any default sent by or to any Company Party. The No Company Party is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s and Subsidiaries’ business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No Except as set forth in any survey or title report or as otherwise disclosed to Buyer, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Groupor an applicable Subsidiary. There are no Actions pending nor, to the Seller’s Sellers’ Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. The Company has the right to purchase the Real Property leased pursuant to the lease identified in Disclosure Schedule Section 7.02(t).

Title to Assets; Real Property. (a) No member of the ACFP Company Group owns or has owned any Real Property. Each member of An ACFP Company has, or will have at the Company Group has Closing, good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets (except, in all cases, with respect to Intellectual Property, which is addressed in Section 3.12(c)) reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens Encumbrances for Taxes not yet due and payable, that are due but not yet delinquent or that are being contested in good faith and by appropriate proceedings; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens Encumbrances arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Groupdelinquent; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances Encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business ACFP Business; (iv) non-exclusive licenses granted in the ordinary course of the Company Group; orbusiness; (v) liens Encumbrances arising under equipment leases and other similar agreements with third parties entered into in the ordinary course of business consistent with past practice, which are not, individually or in the aggregate, material to the ACFP Business; (vi) other than with respect to owned Real Property, Encumbrances arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice practice, which are not, individually or in the aggregate, material to the business of ACFP Business; and (vii) Encumbrances arising under or relating to the Company GroupCredit Agreement. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists as of the Original SPA Date: (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of an ACFP Company, the ACFP Company Group, and the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use as of the Original SPA Date of such property. With respect to owned Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the applicable ACFP Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or any ACFP Company and relating to the Real Property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The No ACFP Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The To Seller’s Knowledge, the use and operation of the Real Property in the conduct of any member of the Company Group’s business do ACFP Business does not violate in any material respect any Law, covenantPermit, conditionlease or real property license. To Seller’s Knowledge, restriction, easement, license, permit or agreement. No no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Groupan ACFP Company. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. ​ (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group Xxxxxx has good and valid title to, or a valid leasehold interest in, to all Real Property and personal property and other assets reflected in the Annual Financial Statements Xxxxxx Balance Sheet or acquired after the Xxxxxx Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Xxxxxx Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances Liens except for the following (collectively referred to as “Permitted Encumbrances”):): ​ (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable;; ​ (iiiii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group;Xxxxxx; ​ (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; or (viii) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of Xxxxxx; or ​ (iv) security interests under the Company Inventory Security Agreement, dated August 7, 2018, by and between Xxxxxx and CIT Group./Commercial Services, Inc. ​ (b) Xxxxxx does not currently and has never owned any real property or any option to acquire any real property. ​ (c) Section 3.11(b) 4.10 of the Disclosure Schedules lists (i) the street address sets forth a list of each parcel of Real Property; (ii) if such property is leased existing lease or subleased by any member of similar agreement showing the Company Group, the landlord under the lease, the rental amount currently being paid, parties thereto and the expiration of the term of physical address covered by such lease or sublease for each leased other agreement (the “Lease Agreements”) under which Xxxxxx is lessee of, or subleased property; and holds or operates, any real property owned by, used in or relating to Xxxxxx (iii) the current use of such property. With respect to leased “Leased Real Property, Seller ”). Each Lease Agreement for the Leased Real Property has delivered been provided or made available to Buyer true, complete Denim is in full force and correct copies of any leases affecting the Real Propertyeffect. The Company Xxxxxx is not a sublessor or grantor in breach under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment terms of any leased Real Propertysuch Lease Agreements. The use and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.​

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets (including the Intellectual Property) reflected in the Annual Audited Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. The Parent, Seller and the Company do not own any Real Property. All such properties and assets (including the Intellectual Property, leasehold and license interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Interim Balance Sheet; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are is not, individually or in the aggregate, material to the business of the Company GroupCompany. (v) Section 3.10(a) of the Disclosure Schedule contains true, correct and complete copies of any and all transfer documents transferring personal property and assets (tangible or intangible) of Seller to the Company. (b) Except as listed in Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Schedule, with respect to owned Real Property; (ii) if such property is leased , Seller has delivered or subleased by any member made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company Group, the landlord under the lease, the rental amount currently being paidacquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the expiration possession of Seller or the Company and relating to the Real Property. Except as listed in Section 3.10(b) of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With Disclosure Schedule, with respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Section 3.10(b) Except as listed in Section 3.10(b) of the Disclosure Schedule, the Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. The landlord for the Company’s office space at 000 Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxxxxxx will consent to the change in control of the Company, as tenant, without additional financial considerations other than requiring a lease guaranty from Buyer.

Title to Assets; Real Property. (a) No member The Heartland Companies have good and marketable fee simple title to all of the Company Group owns or has owned any Owned Real Property. Each member of the Company Group has The Heartland Companies have good and valid title to, or a valid leasehold interest in, to all Real Property and tangible personal property and other assets reflected in the Annual Financial Statements Interim Balance Sheet or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. All such properties Real Property and assets (including leasehold interests) are free and clear of all Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): ): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; ; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent or due and payable and which are not, individually or in the aggregate, material to the business of the Company Group; Heartland Companies; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not violated by existing structures or the operations of the Heartland Companies and which do not, individually or in the aggregate, material to materially detract from the value of, or materially interfere with the business of the Company GroupHeartland Companies, or materially interfere with the Heartland Companies’ present use and enjoyment of the Real Property subject thereto or affected thereby; or or (viv) other than with respect to Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business or value of the Company GroupHeartland Companies. (b) Section 3.11(b3.09(b) of the Disclosure Schedules lists contains a correct and complete list of all Real Property owned by the Heartland Companies, listing (i) the street address of each parcel of Real Property; and (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased property (the “Owned Real Property, Seller ”). Sellers or any Heartland Company has delivered or made available to Buyer true, complete and correct copies of any leases affecting the deeds and other instruments (as recorded) by which the Heartland Companies acquired such Owned Real Property. The Company is not a sublessor , and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Sellers or grantor under any sublease or other instrument granting to any other Person any right the Heartland Companies and relating to the possession, lease, occupancy or enjoyment of any leased Owned Real Property. The use and operation of the Owned Real Property in the conduct of any member of the Company GroupHeartland Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreementagreement in any material respect. No material improvements constituting a part of the Owned Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupHeartland Companies. There are no Actions pending nor, to the Seller’s KnowledgeKnowledge of the Purchased Company, threatened against or affecting the Owned Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. Other than the Owned Real Property, the Heartland Companies do not own, and have never owned, any Real Property. (c) There is no real property leased by the Heartland Companies as lessee.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has a good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or The Company made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy occupancy, or enjoyment of any leased Real Property. The use and operation Company has not received any written notice of the Real Property (i) material violations in the conduct respect of any member of the Company Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned ; or leased by a Person other than any member of the Company Group. There are no (ii) Actions pending nor, to the Seller’s Knowledge, or threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, Selling Stockholder has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Selling Stockholder or the Company and relating to the Real Property. With respect to leased Real Property, Seller Selling Stockholder has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the SellerSelling Stockholder’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “"Permitted Encumbrances”"): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, paid and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Company and relating to the Real Property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s Company's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Seller’s 's Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased owned Real Property, Seller the Company has delivered or made available to Buyer Parent true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company and relating to the Real Property. With respect to leased Real Property, the Company has delivered or made available to Parent true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the SellerCompany’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member Each of the Company Group owns or has owned any Real Property. Each member of the Company Group and its Subsidiaries has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company Group;Business; or (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business Business. (b) Section 4.10(b) of the Company GroupDisclosure Schedules sets forth a true, correct and complete list of (i) all Real Property owned by each of the Company and its Subsidiaries and their street addresses (collectively, the “Owned Real Property”) and (ii) interests in Real Property leased or subleased by any of the Companies as lessee (collectively, the “Leased Properties”) and identifies for each lease of Leased Property (individually, a “Lease” and, collectively, the “Leases”) the parties thereto, the address of the property subject thereto, the base rent payable thereunder, and the renewal option date,. With respect to each Owned Real Property, to Transferors’ knowledge, the applicable company has good and marketable title to each such Owned Real Property subject only to Permitted Encumbrances and has delivered or made available to ParentCo and MedMen true, complete and correct copies of the deeds and other instruments (as recorded) by which it acquired such Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in its possession and relating to the Owned Real Property. With respect to the Leased Real Property, to Transferors’ Knowledge, the applicable company has a good, marketable and valid leasehold interest in each Leased Property, subject only to Permitted Encumbrances. The Company has previously delivered to the ParentCo and MedMen, correct and complete copies of each Lease, together with all amendments, modifications, supplements, waivers and side letters related thereto. With respect to each Lease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; or (ii) none of the Companies, to the Transferors’ Knowledge, any other party to the Lease is in breach or default thereunder, and no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the Lease; (iii) no party to the Lease has repudiated any provision thereof; (iv) there are no disputes or oral agreements in effect as to the Lease; (v) liens arising under original purchase price conditional sales contracts the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the ParentCo and equipment leases with third parties entered into MedMen; and (vi) none of Company or its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the ordinary course Lease. (c) With respect to each Real Property: (i) the current use of business consistent such Real Property and the operation of Business thereon does not violate any instrument of record or Contract affecting such Real Property, or any applicable Law in any material respect (without any fines or monetary Liabilities attached); (ii) there are no leases, subleases, licenses, concessions or other Contracts, written or oral, granting to any Person the right of use or occupancy of any portion of such Real Property except in favor of one of the Companies; and (iii) there are no Persons in possession of such Real Property except the Company or one of its Subsidiaries. (d) To the extent necessary to run the Business as conducted as of the date of this Agreement, the Company or applicable Subsidiary has all certificates of occupancy and Permits necessary for the current use and operation, in all material respects, of each Real Property. Such Permits have been validly issued by the appropriate Governmental Authority in compliance with past practice which all applicable Laws, and the applicable has fully complied with all conditions of the Permits applicable to it. All such Permits are notin full force and effect in all material respects without requirement of further consent or approval of any Person. (e) To Transferors’ Knowledge, no part of any Real Property is subject to any building or use restrictions that would, individually or in the aggregate, material to materially restrict or prevent the business of the Company Group. (b) Section 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate Business in any material respect any Lawon the Companies’ Real Property, covenantand each Real Property is properly and duly zoned for its current use, condition, restriction, easement, license, permit or agreementand such current use is in all respects a conforming use. No material improvements constituting a part of the Governmental Authority having jurisdiction over any Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending norhas issued or, to the Seller’s KnowledgeKnowledge of the Transferors, threatened against to issue any notice or affecting order, injunction, judgment, decree, ruling, writ or arbitration award that adversely affects the use or operation of any Real Property. (f) There does not exist any actual or, to the Knowledge of the Transferors, threatened or contemplated, condemnation or eminent domain proceedings that affect any Real Property or any portion thereof part thereof, and none of the Company or interest therein in any of its Subsidiaries has received any notice, oral or written, of the nature intention of any Governmental Authority or in lieu of condemnation other Person to take or eminent domain proceedingsuse any Real Property or any part thereof.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “"Permitted Encumbrances”"): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s Company's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Seller’s 's Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Internal Financial Statements or acquired after the Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(aSchedule 3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(bSchedule 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property, any existing option for the Company’s extension or early termination of the term and any right of expansion for leased space; and (iii) the current use of such property. With respect to owned Real Property, the Company has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company and relating to the Real Property. With respect to leased Real Property, Seller the Company has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the SellerCompany’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Target Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple, or if the Real Property is located outside the United States of America, full and irrevocable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent delinquent, and which are not, individually or in the aggregate, material to the business of the Company GroupTarget Company; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupTarget Company; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupTarget Company. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupTarget Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased owned Real Property, Seller the Target Company has delivered or made available to Buyer Holdings true, complete and correct copies of the deeds and other instruments (as recorded) by which the Target Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Target Company and relating to the Real Property. With respect to leased Real Property, the Target Company has delivered or made available to Holdings true, complete and correct copies of any leases affecting the Real Property. The Target Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupTarget Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No To the Target Company’s Knowledge, no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupTarget Company. There are no Actions pending nor, to the SellerTarget Company’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each a member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet and Interim Balance Sheet; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; orCompany; (viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice practices which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) liens set forth on Section 3.10(a)(v) of the Disclosure Schedules. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any the Company or a member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, the Company has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which any member of the Company Group acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company and relating to the Real Property. With respect to leased Real Property, Seller the Company has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The No member of the Company Group is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company’s and the Company Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the SellerCompany’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group Biozone has good and valid (and, in the case of owned real property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property real property and personal property and other assets reflected in the Annual Biozone Audited Financial Statements or acquired after the Biozone Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Biozone Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Permitted Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):encumbrances: (i) those items set forth in Section 3.11(a) of the Disclosure SchedulesSchedule 4.12; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Balance Sheet; (iii) mechanics, carriers’, ,’ workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupBiozone; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property real property which are not, individually or in the aggregate, material to the business of the Company GroupBiozone; or (v) other than with respect to owned real property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupBiozone. (b) Section 3.11(b) of the Disclosure Schedules Schedule 4.12 lists (i) the street address of each parcel of Real Propertyreal property; (ii) if such property is leased or subleased by any member of the Company GroupBiozone, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Propertyreal property, Seller Biozone has delivered or made available to Buyer Cocrystal true, complete and correct copies of any leases affecting the Real Propertyreal property. The Company Biozone is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Propertyreal property except as disclosed on Schedule 4.12. The use and operation of the Real Property real property in the conduct of any member of the Company GroupBiozone’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property real property encroach on real property owned or leased by a Person other than any member of the Company GroupBiozone. There are no Actions pending nor, to the SellerBiozone’s Knowledgeknowledge, threatened against or affecting the Real Property real property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Company’s Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances Encumbrances, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity and except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’, workmen’s, repairmen’s ’s, or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent delinquent, and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany. (b) Section 3.11(b3.09(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy occupancy, or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Sellers’ Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. (c) Except as set forth on Disclosure Schedule Section 3.09(c), neither the Company nor any of its Affiliates has engaged in or permitted any operation or activity at or upon, or any use or occupancy of, any Real Property for the purpose of manufacturing, generating, handling, storing, transferring, treating or disposing of, or in any way involving release of, any Hazardous Materials on, under, in or about any Real Property; and (ii) no Hazardous Materials have been released on, into, upon or about any Real Property, and to the Sellers’ Knowledge, no Hazardous Materials have migrated from or to any adjacent properties.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet DateDate and Company Intellectual Property which is covered in Section 3.11. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances Encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; orCompany; (viv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) Liens that have not had, and would not have, a Material Adverse Effect. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; , (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; property and (iii) the current use of such property. With respect to leased owned Real Property, Seller the Company has delivered or made available to Buyer Parent true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company and relating to the Real Property. With respect to leased Real Property, the Company has delivered or made available to Parent true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s Company's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompany. There are no Actions pending nor, to the Seller’s Company's Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the Company Group has The Target Companies have good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) of the Target Companies are free and clear of Encumbrances Encumbrances, except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section Schedule 3.11(a) of the Disclosure Schedules); (ii) liens for Taxes not yet due and payablepayable or liens for Taxes being contested in good faith by appropriate procedures for which appropriate reserves are reflected on the Interim Financial Statements in accordance with GAAP; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupTarget Companies; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which that are not, individually or in the aggregate, material to the business of the Company GroupTarget Companies; or (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties Parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupTarget Companies. (b) Section The Target Companies do not own or, except as set forth on Schedule 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of ), have any ownership rights or ownership interest in any Real Property; (ii) if such property is leased or subleased by any member of . The Remington Holders have delivered to the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real PropertyOffice Leases. The Company Except as set forth on Schedule 3.11(b), none of the Target Companies is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property, other than the arrangements related to the Office Leases. The use and operation of the Real Property in the conduct of any member of the Company Group’s business Office Leases do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member the Target Companies. To the Knowledge of the Company Group. There Remington Holders, there are no Actions pending nor, to the Seller’s Knowledge, or threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. For the avoidance of doubt, this Section 3.11 will not apply to any Real Property owned or leased by a Person who is not a Target Company or a Remington Holder Related Party, even if a Target Company or a Remington Holder Related Party acts as agent for such Person.

Title to Assets; Real Property. (a) No member of the The Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or for amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; orCompany; (viv) with respect to leased Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually relevant lease(s) or in the aggregate, material to the business of the Company Grouppermitted thereunder. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists lists: (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company GroupCompany, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. The Company does not now, nor has it ever, owned any Real Property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Sellers’ Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the Company Group owns or has owned any Real Property. Each member of the The Target Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Unaudited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. The Target Company Group does not own any Real Property. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens Encumbrances for Taxes or governmental charge not yet due and payable; (iiiii) mechanics, carriers’, workmen’s, repairmen’s or other like liens Encumbrances arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the Company GroupCompany; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances Encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the Company Group; orCompany; (viv) liens Encumbrances arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupCompany; or (v) Encumbrances disclosed in the Financial Statements. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Target Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller the Company has delivered or made available to Buyer Parent true, complete and correct copies of any leases affecting the Real Property. The Target Company Group is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company GroupCompany’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Target Company Group. There are no Actions or Governmental Order pending nor, to the SellerCompany’s Knowledge, threatened against or affecting the Real Property or any portion thereof or any business conducted thereon or interest therein in the nature or in lieu of therein, including but not limited to, condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the Each Company Group owns or has owned any Real Property. Each member of the Company Group has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(a3.10(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payablepayable or being contested in good faith by appropriate procedures and for which there are adequate accruals or reserves on the Companies Balance Sheet; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of the such Company Groupor Major Subsidiary; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in the aggregate, material to the business of the such Company Groupor Major Subsidiary; or (v) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the such Company Groupor Major Subsidiary. (b) Section 3.11(b3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the a Company Groupor Major Subsidiary, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to owned Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company or Major Subsidiary acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Company or the Major Subsidiaries and relating to the Real Property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not Neither the Companies nor any Major Subsidiaries are a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member each business of the Company Group’s business and Major Subsidiaries do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company GroupCompanies or the Major Subsidiaries. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No TMG (or another member of the Company Group owns or has owned any Real Property. Each member of the Company Group TMG Group) has good and valid title to, or a valid leasehold interest in, all TMG Real Property and personal property and other assets reflected in the Annual TMG Audited Financial Statements or acquired after the TMG Interim Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the TMG Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “"TMG Permitted Encumbrances”):"): - 24 - (i) those items set forth in Section 3.11(a) of the Disclosure Schedules; (ii) liens for Taxes not yet due and payable; (iiiii) mechanics, carriers’', workmen’s's, repairmen’s 's or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business of TMG or the Company other members of the TMG Group, as applicable; (iviii) easements, rights of way, zoning ordinances and other similar encumbrances affecting TMG Real Property Property, as applicable, which are not, individually or in the aggregate, material to the business of TMG or the Company other members of the TMG Group, as applicable; or (viv) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of TMG or the Company other members of the TMG Group, as applicable. (b) Section 3.11(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased or subleased by any member of the Company Group, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the TMG Real Property in the conduct of any member of the Company TMG Group’s 's business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of TMG or another member of the Real Property TMG Group encroach on real property owned or leased by a Person other than any member of the Company GroupTMG Real Property, as applicable. There are no Actions pending noror, to the Seller’s KnowledgeKnowledge of Buyer and TMG, threatened threatened, against or affecting the TMG Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) No member of the The Company Group owns does not own any real property and is not a party to any written lease, sublease, or has owned any Real Propertyoccupancy agreement as tenant, subtenant or occupant. Each member of the The Company Group has good and valid title to, or a valid leasehold interest in, all Real Property and in the personal property and other assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary and usual course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.11(aSchedule 3.9(a) of the Disclosure SchedulesLetter; (ii) liens Liens for Taxes not yet due and or payable, or being contested in good faith by appropriate proceedings with appropriate reserves maintained in accordance with GAAP; (iii) mechanics, carriers’, workmen’s, repairmen’s, landlord’s or other like liens Liens arising or incurred in the ordinary and usual course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the business Business of the Company Group;Company; or (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or Encumbrances expressly set forth in the aggregate, material to the business of the Company Group; or (v) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the business of the Company GroupMaterial Contracts. (b) Section 3.11(bSchedule 3.9(b) of the Disclosure Schedules lists Letter lists, if any: (i) the street address of each parcel of Real Property; (ii) whether such Real Property is held by the Company; (iii) if such property is leased or subleased by any member of the Company GroupCompany; and (iv) if applicable, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of any member of the Company Group’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than any member of the Company Group. There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.