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

Title to Assets; Real Property. (a) The Acquired Companies have good title to, or in the case of assets purported to be leased by the Acquired Companies, valid leasehold interests in, each of the material tangible assets owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date), free of any liens or Encumbrances (other than Permitted Encumbrances), except where such failure would not reasonably be expected to be material to the Acquired Companies, taken as a whole. (b) None of the Acquired Companies owns any real property and, since its respective formation date, no Acquired Company has ever owned any real property. (c) The Company has made available to Parent a correct and complete copy of each lease or sublease with respect to each Leased Real Property and, as of the date hereof, each such lease or sublease for a Leased Real Property is valid and binding on the Acquired Companies, as the case may be, and, to the Knowledge of the Company, each other party thereto, as applicable, and in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. As of the date hereof, no Acquired Company has, and to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time, or both would constitute a default under the provisions of any such lease or sublease, and, as of the date hereof, to the Knowledge of the Company, no Acquired Company has received written notice of any of the foregoing.

Title to Assets; Real Property. (a) The Acquired Companies have good title to, or in the case of assets purported to be leased by the Acquired Companies, valid leasehold interests in, each of the material tangible assets owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date), free of any liens or Encumbrances (other than Permitted Encumbrances), except where such failure would not reasonably be expected to be material to the Acquired Companies, taken as a whole. (b) None of the Acquired Companies owns any real property and, since its respective formation date, no Acquired Company has ever owned any real property. (c) The Company has made available to Parent a correct and complete copy of each lease or sublease with respect to each Leased Real Property and, as of the date hereof, each such lease or sublease for a Leased Real Property is valid and binding on the Acquired Companies, as the case may be, and, to the Knowledge of the Company, each other party thereto, as applicable, and in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. As of the date hereof, no Acquired Company has, and to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act, and no event or condition exists, which with or ​ without notice, lapse of time, or both would constitute a default under the provisions of any such lease or sublease, and, as of the date hereof, to the Knowledge of the Company, no Acquired Company has received written notice of any of the foregoing.

Title to Assets; Real Property. (a) The Acquired Companies have good HSB Disclosure Schedule 3.14(a) sets forth a true, correct and complete list of all real property owned by HSB or any of its Subsidiaries. Except as set forth on HSB Disclosure Schedule 3.14(a), HSB or a Subsidiary of HSB has good, valid and marketable title to, or in the case of assets purported to be leased by the Acquired Companies, valid leasehold interests in, each in or otherwise legally enforceable rights to use all of the material real property, personal property and other assets (tangible assets owned or leased intangible), used, occupied and operated or held for use by the Acquired Companies on the Most Recent Balance Sheet (it in connection with its business as presently conducted, in each case, free and clear of any Lien, except for tangible assets sold Permitted Liens. Except as set forth on HSB Disclosure Schedule 3.14(a), there is no pending or, to HSB’s Knowledge, threatened material legal, administrative, arbitral or disposed other proceeding, claim, action or governmental or regulatory investigation of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies any nature with respect to which the lease real property that HSB or any of its Subsidiaries owns, uses or occupies or has expired since the right to use or occupy, now or in the future, including a pending or threatened taking of any of such datereal property by eminent domain. True and complete copies of all deeds or other documentation evidencing ownership of the real properties set forth on HSB Disclosure Schedule 3.14(a), free and complete copies of the title insurance policies and surveys for each property, together with any liens mortgages, deeds of trust and security agreements to which such property is subject, have been furnished or Encumbrances (other than Permitted Encumbrances), except where such failure would not reasonably be expected made available to be material to the Acquired Companies, taken as a wholeABCB. (b) None HSB Disclosure Schedule 3.14(b) sets forth a true, correct and complete list of all leases, subleases, licenses and other agreements under which HSB or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, real property (the “Leases”). Each of the Acquired Companies owns Leases is valid, binding and in full force and effect and neither HSB nor any real property andof its Subsidiaries has received a written notice of, since and otherwise has no Knowledge of any, termination or material default with respect to any Lease. There has not occurred any event and no condition exists that would constitute a termination event or a material breach by HSB or any of its respective formation dateSubsidiaries of, or material default by HSB or any of its Subsidiaries in, the performance of any covenant, agreement or condition contained in any Lease. To HSB’s Knowledge, no Acquired Company has ever owned lessor under a Lease is in material breach or default in the performance of any real propertymaterial covenant, agreement or condition contained in such Lease. HSB and its Subsidiaries have paid all rents and other charges to the extent due under the Leases. True and complete copies of all Leases have been furnished or made available to ABCB. (c) The Company has made available to Parent a correct To HSB’s Knowledge, all buildings, structures, fixtures, building systems and complete copy equipment, and all components thereof, including the roof, foundation, load-bearing walls and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring and cable installations, included in the real property owned by HSB or any of each lease its Subsidiaries or sublease with respect to each Leased Real Property and, as the subject of the date hereof, each such lease or sublease Leases are in good condition and repair (normal wear and tear excepted) and sufficient for a Leased Real Property is valid and binding on the Acquired Companies, as the case may be, and, to the Knowledge operation of the Companybusiness of HSB and its Subsidiaries, each other party thereto, as applicableexcept where such condition has not had, and in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. As of the date hereof, no Acquired Company has, and is not reasonably likely to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, a Material Adverse Effect on HSB or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time, or both would constitute a default under the provisions of any such lease or sublease, and, as of the date hereof, to the Knowledge of the Company, no Acquired Company has received written notice of any of the foregoingits Subsidiaries.

Title to Assets; Real Property. (ai) The Acquired Companies BCC and its Subsidiaries have good and valid (and, in the case of owned real property, good and marketable fee simple) title to, or in the case of assets purported to be leased by the Acquired Companies, a valid leasehold interests interest in, each of all real property and personal property and other assets reflected in most recent audited BCC Financial Statements, or the material tangible assets owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible Trupet Financial Statements with respect to Trupet, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the date filing of the Most Recent most recent audited BCC Financial Statements or since the Trupet Balance Sheet and except for tangible assets being leased to the Acquired Companies Date with respect to which the lease has expired since Trupet. All such date), properties and assets (including leasehold interests) are free and clear of any liens or Encumbrances (other than except for Permitted Encumbrances), except where such failure would not reasonably be expected to be material to the Acquired Companies, taken as a whole. (bii) None Schedule 4.1(o)(ii) lists: (A) the street address of each parcel of real property; (B) if such property is leased or subleased by BCC or any of its Subsidiaries, the landlord under the lease, the rental amount currently being paid, and the expiration of the Acquired Companies owns any real property and, since its respective formation date, no Acquired Company has ever owned any real property. (c) The Company has made available to Parent a correct and complete copy term of each lease or sublease with respect to each Leased Real Property and, as of the date hereof, each such lease or sublease for each leased or subleased property; and (C) the current use of such property. With respect to leased real property, BCC has delivered or made available to Bona Vida true, complete and correct copies of any leases affecting the real property. BCC or any of its Subsidiaries is not a Leased Real Property is valid 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 binding on operation of the Acquired Companiesreal property in the conduct of BCC’s or its Subsidiaries’ business does not violate in any material respect any Law, as the case may becovenant, andcondition, restriction, easement, license, permit or agreement. There are no Actions pending nor, to the Knowledge of BCC, threatened against or affecting the Company, each other party thereto, as applicable, and real property or any portion thereof or interest therein in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, and other similar applicable Law affecting creditors’ rights generally and by general principles the nature or in lieu of equity. As of the date hereof, no Acquired Company has, and to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, condemnation or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time, or both would constitute a default under the provisions of any such lease or sublease, and, as of the date hereof, to the Knowledge of the Company, no Acquired Company has received written notice of any of the foregoingeminent domain proceedings.

Title to Assets; Real Property. (a) The Acquired Companies Seller has made available all existing deeds, leases and title insurance policies for all real property owned or leased by Bank, including all other real estate, and all mortgages, deeds of trust, security agreements and other documents describing encumbrances to which such property is subject, true and complete copies of which have been made available to Buyer. Except as set forth in Confidential Schedule 4.09, Bank has good and marketable title to, or valid leasehold interest in, all of its assets and properties, and such assets and properties, other than assets and properties in which Bank has a leasehold interest, are owned free and clear of all Encumbrances, except (A) as noted in the case Financial Statements or the Call Reports or as set forth in the documents delivered to Buyer pursuant to this Section 4.09, (B) statutory liens not yet delinquent, (C) consensual landlord liens, (D) minor defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purpose for which they are held, (E) pledges of assets purported in the ordinary course of business to be leased by secure public funds deposits, and (F) those assets and properties disposed of for fair value in the Acquired Companies, valid leasehold interests in, each ordinary course of business since the dates of the most recent Financial Statement or Call Report. Bank has complied in all material tangible assets owned or leased by respects with the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed terms of since the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect all leases to which the lease has expired since such date)it is a party, free of any liens or Encumbrances and (other than Permitted Encumbrances), except where such failure would not reasonably be expected to be material to the Acquired Companies, taken as a whole. (bi) None of the Acquired Companies owns any real property and, since its respective formation date, no Acquired Company has ever owned any real property. (c) The Company has made available to Parent a correct and complete copy of each lease or sublease with respect to each Leased Real Property and, as of the date hereof, each such lease or sublease for a Leased Real Property is valid and binding on the Acquired Companies, as the case may be, and, to the Knowledge of the Company, each other party thereto, as applicable, and in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, ; (ii) all rents and other similar applicable Law affecting creditors’ rights generally monetary amounts that have become due and by general principles payable thereunder have been paid; (iii) there exists no default or event, occurrence, condition or act, which with the giving of equity. As notice, the lapse of time or both would become a default under such lease; and (iv) none of the date hereof, no Acquired Company has, and to transactions contemplated by this Agreement will constitute a default or a cause for termination or modification of such lease. To the Knowledge of the CompanySeller and Bank, none of the owned or leased premises or properties of Bank is (i) subject to any current or potential interests of third parties or other parties thereto have, violated restrictions or limitations that would impair or be inconsistent in any provision of, material respect with the current use of such property by Bank or committed (ii) not in compliance with any applicable zoning laws or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time, or both would constitute a default under the provisions of any such lease or sublease, and, as of the date hereof, to the Knowledge of the Company, no Acquired Company has received written notice of any of the foregoingbuilding codes.

Title to Assets; Real Property. (a) The Acquired Companies Except as set forth on Schedule 3.14(a), as of the date of this Agreement, First Bexley or one of its Subsidiaries has, and as of the Closing, First Bexley will have good and marketable title to, or in the case of assets purported to be leased by the Acquired Companies, a valid leasehold interests interest in, each easement or right to use all of the material tangible assets and properties reflected on the Interim Balance Sheet as being owned or leased by the Acquired Companies on the Most Recent Balance Sheet leased, as applicable (except for tangible assets sold or otherwise disposed of or leases that have expired since the date of the Most Recent Interim Balance Sheet and except for tangible assets being leased to Date in the Acquired Companies with respect to which the lease has expired since such dateordinary course of business), free and none of such properties or assets is subject to any liens or Encumbrances (Liens other than Permitted Encumbrances)Liens. All such properties and assets are in good condition, except where such failure would not reasonably be expected ordinary wear and tear excepted, and, in all material respects, are fit for the uses to be material to the Acquired Companies, taken as a wholewhich they are being put. (b) None Schedule 3.14(b) is a true, correct and complete list of the Acquired Companies owns any all real property andowned by First Bexley or one of its Subsidiaries other than “real estate owned” (the “OREO”) acquired as a result of debts previously contracted which are not used for the operations of First Bexley (together with any buildings, since its respective formation datestructures, no Acquired Company has ever owned any real propertyfixtures or other improvements thereon, the “Owned Property”). (c) The Company has made available to Parent Schedule 3.14(c) is a true, correct and complete copy list of each lease all leases pursuant to which First Bexley or sublease one of its Subsidiaries is a lessee or lessor (the “Leases”) of any real property (together with respect to each any buildings, structures, fixtures or other improvements thereon, the “Leased Real Property Property” and, as of together with the date hereofOwned Property, each the “Real Property”). All such lease or sublease for a Leased Real Property is valid and binding on the Acquired CompaniesLeases are valid, as the case may belegally binding, and, to the Knowledge of the Company, each other party thereto, as applicable, and in full force and effect, except and enforceable in accordance with their terms, subject to applicable laws related to safety and soundness of insured depository institutions as may be limited by set forth in 12 U.S.C. §1818(b), the appointment of a conservator or receiver, bankruptcy, insolvency, moratorium, insolvency and other similar applicable Law laws affecting creditors’ rights generally generally, and by subject, as to enforceability, to general principles of equity. As Other than as set forth on Schedule 3.14(c), there is not under any of the date hereof, no Acquired Company has, and to the Knowledge Leases: (i) any default by First Bexley or its Subsidiaries or any claim of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act, and no event or condition exists, default which with notice or without notice, lapse of time, or both both, would constitute a default; or (ii) to First Bexley’s Knowledge, any default or claim of default against any lessor to or lessee of First Bexley or its Subsidiaries, or any event of default or event which with notice or lapse of time, or both, would constitute a default under the provisions of by any such lease lessor or subleaselessee. The consummation of the transactions contemplated hereby will not result in a breach or default under any of the Leases, and, except as set forth on Schedule 3.14(c) hereto and specifically identified as such, no consent of or notice to any third party is required as a consequence thereof. First Bexley has made available to Parent and First Financial true, correct and complete copies of the Leases, and no Lease has been modified in any respect since the date hereofit was made available. Except as set forth on Schedule 3.14(c) none of the property subject to a Lease is subject to any sublease, license or other agreement granting to any person any right to the Knowledge use, occupancy or enjoyment of the Company, no Acquired Company such property or any portion thereof. Neither First Bexley nor any of its Subsidiaries has received written notice of that the landlord with respect to any real property lease would refuse to renew such lease upon expiration of the foregoingperiod thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals.

Title to Assets; Real Property. (a) The Acquired Companies Except as set forth on Schedule 3.14(a) of the NewDominion Disclosure Schedule, as of the date of this Agreement, NewDominion or one of its Subsidiaries has, and as of the Closing, NewDominion or one of its Subsidiaries will have good and marketable title to, or in the case of assets purported to be leased by the Acquired Companies, a valid leasehold interests interest in, each easement or right to use all of its assets and properties, including those reflected on the material tangible assets Interim Balance Sheet as being owned or leased by the Acquired Companies on the Most Recent Balance Sheet leased, as applicable (except for tangible assets sold or otherwise disposed of or leases that have expired since the date of the Most Recent Interim Balance Sheet and except for tangible assets being leased to Date in the Acquired Companies with respect to which the lease has expired since such dateordinary course of business), free and none of such properties or assets is subject to any liens or Encumbrances (Liens other than Permitted Encumbrances)Liens. All such properties and assets are in good operating condition and repair, except where such failure would not reasonably be expected ordinary wear and tear excepted, and, in all material respects, are fit for the uses to be material to the Acquired Companies, taken as a wholewhich they are being put. (b) None Schedule 3.14(b) of the Acquired Companies owns any NewDominion Disclosure Schedule sets forth a true, correct and complete list of all real property andowned by NewDominion or one of its Subsidiaries other than “real estate owned” (the “OREO”) acquired as a result of debts previously contracted which are not used for the operations of NewDominion (together with any buildings, since its respective formation datestructures, no Acquired Company has ever owned any real propertyfixtures or other improvements thereon, the “Owned Real Property”). (c) The Company has made available to Parent Schedule 3.14(c) of the NewDominion Disclosure Schedule sets forth a true, correct and complete copy list of each lease all leases pursuant to which NewDominion or sublease one of its Subsidiaries is a lessee or lessor (the “Leases”) of any real property (together with respect to each any buildings, structures, fixtures or other improvements thereon, the “Leased Real Property Property” and, as of together with the date hereofOwned Real Property, each the “Real Property”). All such lease or sublease for a Leased Real Property is valid and binding on the Acquired CompaniesLeases are valid, as the case may belegally binding, and, to the Knowledge of the Company, each other party thereto, as applicable, and in full force and effect, except as may be limited by and enforceable in accordance with their terms, subject to the appointment of a conservator or receiver, bankruptcy, reorganization, insolvency, fraudulent transfer, moratorium, and other restructuring or similar applicable Law Laws affecting creditors’ rights and remedies generally and by general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity. As Other than as set forth on Schedule 3.14(c) of the date hereofNewDominion Disclosure Schedule, no Acquired Company has, and to the Knowledge there is not under any of the Company, none Leases: (i) any default by NewDominion or its Subsidiaries or any claim of the other parties thereto have, violated any provision of, or committed or failed to perform any act, and no event or condition exists, default which with notice or without notice, lapse of time, or both both, would constitute a default; or (ii) to NewDominion’s Knowledge, any default or claim of default against any lessor to or lessee of NewDominion or its Subsidiaries, or any event of default or event which with notice or lapse of time, or both, would constitute a default under the provisions of by any such lease lessor or subleaselessee. The consummation of the transactions contemplated hereby will not result in a breach or default under any of the Leases, and, except as set forth on Schedule 3.14(c) of the NewDominion Disclosure Schedule and specifically identified as such, no consent of or notice to any third party is required as a consequence thereof. NewDominion has made available to Parent and Park National true, correct and complete copies of the Leases, and no Lease has been modified in any respect since the date hereofit was made available. Except as set forth on Schedule 3.14(c) of the NewDominion Disclosure Schedule, none of the property subject to a Lease is subject to any sublease, license or other agreement granting to any person any right to the Knowledge use, occupancy or enjoyment of the Company, no Acquired Company such property or any portion thereof. Neither NewDominion nor any of its Subsidiaries has received written notice of that the landlord with respect to any real property lease would refuse to renew such lease upon expiration of the foregoingperiod thereof upon substantially the same terms, except for rent increases consistent with past experience or market rentals.

Title to Assets; Real Property. (a) The Acquired Companies have Company has good and valid title to, or in the case of a valid leasehold interest in, all Real Property and tangible or intangible personal property and other assets purported reflected in, or required to be leased by the Acquired Companies, valid leasehold interests reflected in, each of the material tangible assets owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business since the date Balance Sheet Date (the “Assets”). All such Real Property and Assets (including leasehold interests) are free and clear of Encumbrances except the following (collectively referred to as “Permitted Encumbrances”): (i) those items set forth in Section 3.10(a) of the Most Recent Balance Sheet Disclosure Schedules; (ii) statutory liens for Taxes not yet due and except payable or being contested in good faith by appropriate procedures and for tangible assets being leased to which adequate reserves have been taken; (iii) statutory mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the Acquired Companies ordinary course of business for amounts that are not delinquent; (iv) easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property, which are not violated and do not have a Material Adverse Effect on the use or occupancy of such Real Property, the marketability or value thereof, or the operation of the Business thereon; (v) liens arising under original purchase price conditional sales contracts and equipment leases with respect to which third parties entered into in the lease has expired since such date)ordinary course of business; or (vi) other imperfections of title or Encumbrances, free of any liens or Encumbrances (other than Permitted Encumbrances)if any, except where such failure that have not had, and would not reasonably be expected to be have, any material to the Acquired Companies, taken as a wholeimpact on such Asset. (b) None Section 3.10(b) of the Acquired Companies owns Disclosure Schedules lists: the street address of each parcel of leased Real Property, and a list, as of the date of this Agreement, of all leases for each parcel of leased Real Property, together with all amendments and modifications thereto (collectively, “Leases”). The Company does not own, and has never owned, any Real Property. True, complete, and correct copies of each Lease have been delivered to Buyer, and all Leases are in full force and effect and enforceable in accordance with their terms. The Real Property constitutes all of the real property andand improvements leased by the Company, since its respective formation dateand the Real Property comprises all of the real property used in, and required for use in, connection with the Business. (i) With respect to the Real Property leased under each Lease: (i) the Company in possession thereof enjoys peaceful and quiet possession of the Real Property; (ii) all improvements on the Real Property are in good working order, condition, and repair, ordinary wear and tear excepted, and are served by all water, sewer, electrical, telecommunication, drainage, and other utilities required for normal operations of the Business, (iii) the Real Property is used, occupied, operated, and maintained in a manner which is consistent, permitted by and in compliance with applicable zoning ordinances and other applicable Laws or regulations, and (iv) the Company has not subleased or licensed any portion of the Real Property, no Acquired other Person has any rights to the use, occupancy, or enjoyment thereof, and the Real Property is not subject to any leases or tenancies of any kind, except for the applicable Lease. (ii) With respect to each Lease: (i) the Company is not in default under the Lease, and to the Seller’s Knowledge, no landlord or other party is in default under the Lease, and no conditions or events exist which, with the giving of notice or passage or time, or both, would constitute a default by any party under the Lease; (ii) the Company’s possession and quiet enjoyment of the Real Property leased under the Lease has never been disturbed, and there are no current disputes with respect to the Lease, (iii) no security deposit or portion thereof deposited with respect to the Lease has been applied in respect of a breach or default under such Lease that has not been redeposited in full, (iv) the Company does not owe, nor will it owe in the future, any brokerage commissions or finder’s fees with respect to the Lease, and (v) the Company has ever owned not collaterally assigned or granted any real propertysecurity interest in the Lease or any interest therein. (c) The Company has made available to Parent a correct and complete copy of each lease or sublease with respect to each Leased Real Property and, as Assets are adequate for the purposes for which they are presently used in the conduct of the date hereof, each such lease or sublease for a Leased Real Property is valid Business and binding on the Acquired Companies, as the case may be, and, to the Knowledge constitute all of the Company, each other party thereto, as applicable, assets and properties that are necessary and are used in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. As the operation of the date hereofBusiness. Each Asset is in good operating condition and repair in all material respects, no Acquired Company has, subject to continued repair and to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act, and no event or condition exists, which replacement in accordance with or without notice, lapse of time, or both would constitute a default under the provisions of any such lease or sublease, and, as of the date hereof, to the Knowledge of the Company, no Acquired Company has received written notice of any of the foregoingpast practice.

Title to Assets; Real Property. ‌ (a) The Acquired Companies have Except as set forth in Section 7.10(a) of the GGB Disclosure Letter, each of GGB and the GGB Subsidiaries has good and marketable title to, or a valid leasehold interest in, all real property, personal property and other assets (whether real, personal or mixed and whether tangible or intangible) that it purports to own, including all such property, personal property and other assets reflected as being owned by GGB or any of the GGB Subsidiaries in the case of assets purported to be leased by the Acquired CompaniesGGB Financial Statements or otherwise in its books and records, valid leasehold interests in, each of the material tangible assets owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible other than properties and assets sold or otherwise disposed of since in the date of the Most Recent Balance Sheet and except for tangible assets being leased to the Acquired Companies with respect to which the lease has expired since such date), free of any liens or Encumbrances (other than Permitted Encumbrances), except where such failure would not reasonably be expected to be material to the Acquired Companies, taken as a whole.Ordinary Course.‌ (b) None Except as set forth in Section 7.10(b) of the Acquired Companies owns GGB Disclosure Letter, with respect to each GGB Real Property: (i) GGB has not received written notice that the current use of such GGB Real Property and the operation of the GGB Business thereon violates any real property andinstrument of record or Contract affecting such GGB Real Property, since its respective formation dateor any applicable Law in any material respect (without any fines or monetary liabilities attached); (ii) to GGB’s Knowledge, there are no Acquired Company has ever owned leases, subleases, licenses, concessions or other Contracts, written or oral, granting to any real property.Person the right of use or occupancy of any portion of such GGB Real Property except in favor of GGB or any of the GGB Subsidiaries; and (iii) to GGB’s Knowledge, there are no Persons in possession of such GGB Real Property except GGB or any of the GGB Subsidiaries.‌ (c) The Company has made available To the extent necessary to Parent a correct and complete copy of each lease or sublease with respect to each Leased Real Property and, run the GGB Business as conducted as of the date hereofof this Agreement, GGB or the applicable GGB Subsidiary has all certificates of occupancy and GGB Permits necessary for the current use and operation, in all material respects, of each such lease or sublease for a Leased GGB Real Property is valid and binding on Property. Such GGB Permits have been validly issued by the Acquired Companies, as the case may beappropriate Governmental Authority in compliance with all applicable Laws, and, to the Knowledge GGB’s Knowledge, GGB or applicable GGB Subsidiary has fully complied with all conditions of the Company, each other party thereto, as applicable, and GGB Permits applicable to it. All such GGB Permits are in full force and effecteffect in all material respects without requirement of further consent or approval of any Person. (d) To GGB’s Knowledge, except as may be limited by bankruptcyno part of any GGB Real Property is subject to any building or use restrictions that would, insolvencyindividually or in the aggregate, moratoriummaterially restrict or prevent the operation of the GGB Business in any material respect on such GGB Real Property, and other similar applicable Law affecting creditors’ rights generally each such GGB Real Property is properly and by general principles of equity. As of the date hereof, no Acquired Company hasduly zoned for its current use, and such current use is in all respects a conforming use. No Governmental Authority having jurisdiction over any GGB Real Property has issued or, to GGB’s Knowledge, threatened to issue any notice or order, injunction, judgment, decree, ruling, writ or arbitration award that adversely affects the Knowledge use or operation of the Companysuch GGB Real Property. (e) There does not exist any actual or, to GGB’s Knowledge, threatened or contemplated, condemnation or eminent domain proceedings that affect any GGB Real Property or any part thereof, and none of the other parties thereto have, violated any provision of, GGB or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time, or both would constitute a default under the provisions of any such lease or sublease, and, as of the date hereof, to the Knowledge of the Company, no Acquired Company has received written notice of any of the foregoingGGB Subsidiaries has received any notice, oral or written, of the intention of any Governmental Authority or other Person to take or, other than pursuant to the terms of the applicable Contract, use any GGB Real Property or any part thereof.

Title to Assets; Real Property. (a) The Each Acquired Companies have Entity has good and valid marketable title to, or in the case of assets purported to be leased by the Acquired Companiesassets, has valid and subsisting leasehold interests in, each all material assets (including personal property), excluding Real Property, used in the business of the material tangible assets owned or leased by the such Acquired Companies on the Most Recent Balance Sheet Entity as currently conducted, free and clear of any Lien thereon (except for tangible assets sold or disposed any Permitted Lien). (b) Section 2.9(b) of since the Seller Disclosure Schedule lists the legal description and fee owner of each parcel of real property owned in fee simple as of the date hereof by any Acquired Entity (collectively, the “Owned Real Property”). The applicable Acquired Entity has good and marketable fee simple title to the Owned Real Property owned by it, free and clear of any Lien thereon (except for any Permitted Lien). (c) Section 2.9(c) of the Most Recent Balance Sheet Seller Disclosure Schedule lists (i) an address and the name of the landlord and tenant of each real property leased, subleased, sub-subleased, licensed or otherwise occupied, or used, by an Acquired Entity in the business of the Company or the Company Subsidiaries as of the date hereof with an annual base rent in excess of $100,000 (the “Leased Real Property” and, together with the Owned Real Property, collectively, the “Real Property”) and (ii) all leases, subleases, sub-subleases, licenses and occupancy agreements governing the use of Leased Real Property and all material amendments, terminations and modifications thereof (collectively, the “Real Estate Leases”). The applicable Acquired Entity has a valid and subsisting leasehold interest in the Leased Real Property leased by it, in each case, free and clear of any Lien thereon (except for any Permitted Lien). No Acquired Entity has received any written notice (or, to the Seller Parties’ Knowledge, oral notice) alleging or asserting that any Acquired Entity is not in compliance with or has violated in any material respect, any obligation under any of the Real Estate Leases or any sublease. (d) Except as set forth in Section 2.9(d) of the Seller Disclosure Schedule and except for tangible assets being leased to the Acquired Companies with respect to which Real Property, there is no other real property used in the lease has expired since such date), free businesses of any liens or Encumbrances the Company and the Company Subsidiaries. (other than Permitted Encumbrances), except where such failure e) Except as would not and would not reasonably be expected to be material result in, individually or in the aggregate, a Material Adverse Effect: (1) there is no Claim pending or, to the Seller Parties’ Knowledge, threatened with respect to the appropriation, condemnation or exercise of eminent domain with respect to any Real Property, (2) except as set forth in Section 2.9(e)(i) of the Seller Disclosure Schedule, there is no Claim pending which has been initiated by or on behalf of any Acquired Companies, taken as a whole.Entity to change or redefine the zoning or land use classification of any Real Property and (3) there are no sales or other dispositions of such Real Property or any part thereof in lieu of any such Claims pending; (bii) None none of the Acquired Companies owns any real property and, since its respective formation date, no Acquired Company Entities has ever owned any real property. (c) The Company has made available to Parent a correct and complete copy of each lease vacated or sublease with respect to each Leased Real Property and, as of the date hereof, each such lease or sublease for a Leased Real Property is valid and binding on the Acquired Companies, as the case may be, and, to the Knowledge of the Company, each other party thereto, as applicable, and in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium, and other similar applicable Law affecting creditors’ rights generally and by general principles of equity. As of the date hereof, no Acquired Company has, and to the Knowledge of the Company, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time, or both would constitute a default under the provisions of any such lease or sublease, and, as of the date hereof, to the Knowledge of the Company, no Acquired Company has received written notice of abandoned any of the foregoingLeased Real Properties or given notice of its intent to do the same; and (iii) except as provided by the Real Estate Leases, there are no outstanding Contracts, options, rights of reverter or rights of first refusal to which any Acquired Entity is a party or by which any Acquired Entity has granted to a Third Party the right to purchase or lease any Real Property or any portion thereof or interest therein.