Common use of Title to Properties; Assets Clause in Contracts

Title to Properties; Assets. (a) Section 2.19(a) of the Company Disclosure Letter contains a correct and complete list, of all real property and interests in real property leased or subleased by or for the benefit of the Company or any of the Company Subsidiaries from or to any Person (collectively, the “Kuncheng Real Property”). The list set forth in Section 2.19(a)(i) of the Company Disclosure Letter contains, with respect to each of Kuncheng Real Properties, all existing leases, subleases, licenses, guarantees or other occupancy contracts to which the Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries is bound, and all assignments, amendments, modifications, extensions and supplements thereto (collectively, the “Kuncheng Leases”), the terms of which have been complied with by the Company and any Company Subsidiary. The Kuncheng Real Property set forth in Section 2.19(a) of the Company Disclosure Letter comprises all of the real property necessary and/or currently used in the operations of the business of the Company and the Company Subsidiaries. (b) A true, correct, complete and full execution copy of each Kuncheng Lease set forth in Section 2.19(a) of the Company Disclosure Letter has been made available to Purchaser. Except as set forth in Section 2.19(b)(i) of the Company Disclosure Letter, the Company or Company Subsidiary’s interests in each of the Kuncheng Leases are free and clear of all Encumbrances, other than Permitted Encumbrances, and each of the Kuncheng Leases is in full force and effect and are free and clear of all Encumbrances, other than Permitted Encumbrances, and each of the Kuncheng Leases is in full force and effect. Except as set forth in Section 2.19(b)(ii) of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any other party to any Kuncheng Lease is in breach of or in default under (with or without notice or lapse of time or both), in any material respect, any of the Kuncheng Leases. The Company and the Company Subsidiaries enjoy peaceful and undisturbed possession under all such Kuncheng Leases and have not received notice of any material default, delinquency or breach on the part of the Company or any Company Subsidiary. For purposes of this Agreement, the term “Permitted Encumbrances” means (i) Encumbrances for water and sewer charges, Taxes or assessments and similar governmental charges or levies, which either are [A] not delinquent or [B] being contested in good faith and by appropriate proceedings, and adequate reserves have been established with respect thereto, (ii) other Encumbrances imposed by operation of Law (including mechanics’, couriers’, workers’, repairers’, materialmen’s, warehousemen’s, landlord’s and other similar Encumbrances) arising in the ordinary course of business for amounts which are not due and payable and as would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property subject thereto, (iii) Encumbrances incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security, (iv) Encumbrances on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business, (v) title of a lessor under a capital or operating lease and the terms and conditions of a lease creating any leasehold interest, (vi) Encumbrances arising under this Agreement or any ancillary agreement hereto, and (vii) such other imperfections in title as are not, in the aggregate, reasonably likely to result in a Kuncheng Material Adverse Effect or a Purchaser Material Adverse Effect (as defined below), as the case may be.

Title to Properties; Assets. (a) Section 2.19(a) of the Company Disclosure Letter Schedule contains a correct and complete list, list of all real property and interests in real property leased or subleased by or for the benefit of the Company or any of the Company Subsidiaries from or to any Person (collectively, the “Kuncheng Company Real Property”). The list set forth in Section 2.19(a)(i2.19(a) of the Company Disclosure Letter Schedule contains, with respect to each of Kuncheng the Company Real Properties, all existing leases, subleases, licenses, guarantees licenses or other occupancy contracts to which the Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries is bound, and all assignments, amendments, modifications, extensions and supplements thereto (collectively, the “Kuncheng Tenant Leases”), the terms of which have been complied with by the Company and any Company SubsidiarySubsidiary in all material respects. The Kuncheng Company Real Property set forth in Section 2.19(a) of the Company Disclosure Letter Schedule comprises all of the real property necessary and/or and/ or currently used in the operations of the business of the Company and the Company Subsidiaries. The Company does not own any real property. Except as would not have a Company Material Adverse Effect, the Company or a Company Subsidiary has good and valid title to all of its personal property, assets and rights, free and clear of all Encumbrances other than Permitted Encumbrances. (b) A true, correct, correct and complete and full execution copy of each Kuncheng Tenant Lease set forth in Section 2.19(a) of has been furnished to Parent prior to the date hereof. The Company or the Company Disclosure Letter Subsidiary party thereto has been made available to Purchaser. Except as set forth in Section 2.19(b)(i) of the Company Disclosure Lettera valid, the Company or Company Subsidiary’s interests in binding and enforceable leasehold interest under each of the Kuncheng Leases are Tenant Leases, free and clear of all Encumbrances, Encumbrances other than Permitted Encumbrances, and each of the Kuncheng Leases is in full force and effect and are free and clear of all Encumbrances, other than Permitted Encumbrances, and each of the Kuncheng Tenant Leases is in full force and effect. Except as set forth in Section 2.19(b)(ii) of Neither the Company Disclosure Letter, neither the Company nor or any of the Company Subsidiaries nor, to the knowledge of the Company, any other party to any Kuncheng Tenant Lease is in breach of or in default under (with or without notice or lapse of time or both)under, in any material respect, any of the Kuncheng Tenant Leases. The Company and the Company Subsidiaries enjoy peaceful and undisturbed possession under all such Kuncheng Leases and Tenant Leases, have not received notice of any material default, delinquency or breach on the part of the Company or any Company Subsidiary, and there are no existing material defaults (with or without notice or lapse of time or both) by the Company or any Company Subsidiary or, to the knowledge of the Company, any other party thereto. For purposes of this Agreement, the term “Permitted Encumbrances” means (i) Encumbrances for water and sewer charges, with respect to Taxes either not yet due or assessments and similar governmental charges or levies, which either are [A] not delinquent or [B] being contested in good faith in appropriate proceedings (and by appropriate proceedings, and for which adequate reserves in the Company Financials have been established in accordance with respect thereto, GAAP); and (ii) other Encumbrances imposed by operation of Law (including mechanics’, couriers’, workers’, repairers’, materialmen’s, warehousemen’s, landlord’s and other or similar Encumbrances) arising in the ordinary course of business statutory Encumbrances for amounts which are not yet due and payable and as would not or being contested in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property subject thereto, good faith in appropriate proceedings; (iii) Encumbrances incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security, (iv) Encumbrances on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business, (v) title of a lessor under a capital or operating lease and the terms and conditions of a the lease creating any leasehold interest, (vi) Encumbrances arising under this Agreement or any ancillary agreement hereto, and (vii) such other imperfections in title as are not, in the aggregate, reasonably likely to result in a Kuncheng Material Adverse Effect or a Purchaser Material Adverse Effect (as defined below), as the case may beleaseholds.

Title to Properties; Assets. (a) Section 2.19(a) of the Company Disclosure Letter contains a correct and complete list, of all real property and interests in real property leased or subleased by or for the benefit of the Company or any of the Company Subsidiaries from or to any Person (collectively, the “Kuncheng Company Real Property”). The list set forth in Section 2.19(a)(i) of the Company Disclosure Letter contains, with respect to each of Kuncheng Company Real Properties, all existing leases, subleases, licenses, guarantees or other occupancy contracts to which the Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries is bound, and all assignments, amendments, modifications, extensions and supplements thereto (collectively, the “Kuncheng Company Leases”), the terms of which have been complied with by the Company and any Company SubsidiaryCompany. The Kuncheng Company Real Property set forth in Section 2.19(a) of the Company Disclosure Letter comprises all of the real property necessary and/or currently used in the operations of the business of Company. Except as set forth in Section 2.19(a) of the Company and the Disclosure Letter, Company Subsidiariesdoes not own any real property. (b) A true, correct, complete and full execution copy of each Kuncheng Company Lease set forth in Section 2.19(a) of the Company Disclosure Letter has been made available to PurchaserCompany. Except as set forth in Section 2.19(b)(i) of the Company Disclosure Letter, the Company or Company SubsidiaryCompany’s interests in each of the Kuncheng Company Leases are free and clear of all Encumbrances, other than Permitted Encumbrances, and each of the Kuncheng Company Leases is in full force and effect and are free and clear of all Encumbrances, other than Permitted Encumbrances, and each of the Kuncheng Company Leases is in full force and effect. Except as set forth in Section 2.19(b)(ii) of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries noris not, or to the knowledge of the Company, any other party to any Kuncheng Company Lease is not in breach of or in default under (with or without notice or lapse of time or both), in any material respect, any of the Kuncheng Company Leases. The Company and the Company Subsidiaries enjoy enjoys peaceful and undisturbed possession under all such Kuncheng Company Leases and have not received notice of any material default, delinquency or breach on the part of the Company or any Company Subsidiary. For purposes of this Agreement, the term “Permitted Encumbrances” means (i) Encumbrances for water and sewer charges, Taxes or assessments and similar governmental charges or levies, which either are [A] not delinquent or [B] being contested in good faith and by appropriate proceedings, and adequate reserves have been established with respect thereto, (ii) other Encumbrances imposed by operation of Law (including mechanics’, couriers’, workers’, repairers’, materialmen’s, warehousemen’s, landlord’s and other similar Encumbrances) arising in the ordinary course of business for amounts which are not due and payable and as would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property subject thereto, (iii) Encumbrances incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security, (iv) Encumbrances on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business, (v) title of a lessor under a capital or operating lease and the terms and conditions of a lease creating any leasehold interest, (vi) Encumbrances arising under this Agreement or any ancillary agreement hereto, and (vii) such other imperfections in title as are not, in the aggregate, reasonably likely to result in a Kuncheng Company Material Adverse Effect or a Purchaser Company Material Adverse Effect (as defined below), as the case may be.