Common use of Title to Properties; Assets Clause in Contracts

Title to Properties; Assets. (a) Section 2.19(a)-1 of the Company Disclosure Schedule contains a correct and complete list of all real property owned by the Company or any partnership or joint venture in which the Company or any division of the Company directly or indirectly has an interest (“Owned Real Property”). Section 2.19(a)-2 of the Company Disclosure Schedule contains a correct and complete list of all real property leased or subleased by the Company as tenant or subtenant (“Leased Real Property”) (the Owned Real Property and the Leased Real Property are herein sometimes collectively called the “Company Real Property”). The list set forth in Section 2.19(a)-1 of the Company Disclosure Schedule contains, with respect to each parcel of the Owned Real Property, a description of all existing leases, licenses or other occupancy contracts to which the Company is a party or by which the Company is bound, including all amendments, modifications, extensions, renewals and supplements thereto (collectively, the “Landlord Leases”), the terms of which have been complied with by the Company in all material respects. The list set forth in Section 2.19(a)-2 of the Company Disclosure Schedule contains, with respect to each parcel of the Leased Real Property, a description of all existing leases, subleases, licenses or other occupancy contracts to which the Company is a party or by which the Company is bound, including all amendments, modifications, extensions, assignments, subleases, renewals and supplements thereto (collectively, the “Tenant Leases”) (the Landlord Leases and the Tenant Leases are herein sometimes collectively called the “Leases ”), the terms of which have been complied with by the Company in all material respects. The Company Real Property set forth in Section 2.19(a) of the Company Disclosure Schedule comprises all of the real property currently used in the operations of the business of the Company. Except as would not reasonably be expected to have a Material Adverse Effect, the Company has good, valid and marketable title to all of the Owned Real Property and its related personal property, assets and rights, free and clear of all Encumbrances other than Permitted Encumbrances. For purposes of this Agreement, the term “Permitted Encumbrances” means: (i) Encumbrances with respect to Taxes either not yet due or being contested in good faith in appropriate proceedings or for which adequate reserves have been set aside; (ii) mechanics’, materialmen’s or similar statutory Encumbrances for amounts not yet due or being contested in good faith in appropriate proceedings; (iii) any covenants, conditions, restrictions, reservations, rights, liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on the Company’s title insurance policies and/or title insurance commitments or reports which have been made available to Parent; (iv) the terms and conditions of the Tenant Leases; (v) building and land use regulations and restrictions, (vi) existing easements and encroachments; (vii) building code violations not caused by the Company; and (viii) mortgages or other liens reflected in the Company’s Financials.

Title to Properties; Assets. (a) Section 2.19(a)-1 2.18(a)-1 of the Company Migami Disclosure Schedule Schedules contains a correct and complete list of all real property owned by the Company Migami Sub or any of its Subsidiaries or any partnership or joint venture in which the Company Migami Sub or any division of the Company its Subsidiaries directly or indirectly has an interest having a fair market value in excess of $50,000 (“Owned Real Property”“). Section 2.19(a)-2 2.18(a)-2 of the Company Migami Disclosure Schedule Schedules contains a correct and complete list of all real property leased or subleased by the Company Migami Sub or any of its Subsidiaries as tenant or subtenant (“Leased Real Property”“) (the Owned Real Property and the Leased Real Property are herein sometimes collectively called the “Company Migami Real Property”“). The list set forth in Section 2.19(a)-1 2.18(a)-1 of the Company Migami Disclosure Schedule Schedules contains, with respect to each parcel of the Owned Real Property, a description of all existing leases, licenses or other occupancy contracts to which the Company Migami or any Subsidiary is a party or by which the Company Migami or any Subsidiary is boundbound as a landlord, including all amendments, modifications, extensions, renewals and supplements thereto (collectively, the “Landlord Leases”“), the terms of which have been complied with by the Company Migami Sub or any of its Subsidiaries in all material respects. The list set forth in Section 2.19(a)-2 2.18(a)-2 of the Company Migami Disclosure Schedule Schedules contains, with respect to each parcel of the Leased Real Property, a description of all existing leases, subleases, licenses or other occupancy contracts to which the Company Migami Sub or any of its Subsidiaries is a party or by which the Company Migami Sub or any of its Subsidiaries is boundbound as a tenant, including all amendments, modifications, extensions, assignments, subleases, renewals and supplements thereto (collectively, the “Tenant Leases”“) (the Landlord Leases and the Tenant Leases are herein sometimes collectively called the “Leases ”Leases“), the terms of which have been complied with by the Company Migami Sub or any of its Subsidiaries in all material respects. The Company Real Property set forth in Section 2.19(a) of the Company Disclosure Schedule comprises all of the real property currently used in the operations of the business of the Company. Except as would not reasonably be expected to have a Material Adverse Effect, the Company has Migami Sub and its Subsidiaries have good, valid and marketable title to all of the Owned Real Property and its related personal property, assets and rights, free and clear of all Encumbrances other than Permitted Encumbrances. For purposes of this Agreement, when used with respect to Migami Real Property, the term “Permitted Encumbrances” “ means: (i) Encumbrances with respect to Taxes either not yet due or being contested in good faith in appropriate proceedings or for which adequate reserves have been set aside; (ii) mechanics’, materialmen’s materialmens’ or similar statutory Encumbrances for amounts not yet due or being contested in good faith in appropriate proceedings; (iii) any covenants, conditions, restrictions, reservations, rights, liens, easements, encumbrances, encroachments Encumbrances and other matters affecting title which are shown as exceptions on the Company’s title insurance policies and/or title insurance commitments or reports which have been made available to ParentBBV; (iv) the terms and conditions of the Tenant Leases; (v) applicable federal, state, local or tribal authority building and land use regulations and restrictionsregulations, restrictions or requirements, (vi) existing easements and encroachments; (vii) building code violations not caused by the CompanyMigami, Migami Sub or any Subsidiary; and (viii) mortgages or other liens reflected under the Migami Debt (as defined herein). (b) Except as set forth on Section 2.18(b) of the Migami Disclosure Schedules, except as would not reasonably be expected to have a Material Adverse Effect, neither Migami nor any Subsidiary nor, to the Knowledge of Migami, any other party to any Landlord Lease, is in breach of or in default under any of the CompanyLandlord Leases. (c) True and complete copies of all Tenant Leases, together with all modifications, extensions, amendments and assignments thereof, if any, affecting or relating to the Owned Real Property have heretofore been furnished to BBV. (d) Except as set forth on Section 2.18(b) of the Migami Disclosure Schedules, there is no action, suit, litigation, hearing or administrative proceeding pending or, to Migami’s FinancialsKnowledge, threatened against Migami or any Subsidiary or any partnership in which Migami or any Subsidiary owns an interest, with respect to all or any portion of the Migami Real Property, in each case which is not or would not be fully covered by insurance, except as would not reasonably be expected to have a Material Adverse Effect. (e) There are no condemnation or eminent domain proceedings pending, or to Migami’s Knowledge, threatened against any Owned Real Property and, to Migami’s Knowledge, there are no condemnation or eminent domain proceedings pending or threatened against any Leased Real Property. (f) Neither Migami nor any Subsidiary has granted any Person a purchase option, right of first refusal, right of first offer or other right to purchase any Owned Real Property. (g) Neither Migami nor any Subsidiary has assigned its interest as lessor or lessee under any Lease, other than to Migami or a Subsidiary or collateral assignments in connection with any existing financing of any Migami Real Property. (h) Migami and each Subsidiary have insurable and marketable title to all Owned Real Property subject to Permitted Encumbrances.

Title to Properties; Assets. (a) Section 2.19(a)-1 2.19(a) of the Company Cody Disclosure Schedule Letter contains a correct and complete list list, of all real property owned by the Company or any partnership or joint venture and interests in which the Company or any division of the Company directly or indirectly has an interest (“Owned Real Property”). Section 2.19(a)-2 of the Company Disclosure Schedule contains a correct and complete list of all real property leased or subleased by or for the Company as tenant benefit of Cody from or subtenant to any Person (“Leased Real Property”) (the Owned Real Property and the Leased Real Property are herein sometimes collectively called collectively, the “Company Real Property”). The list set forth in Section 2.19(a)-1 2.19(a)(i) of the Company Cody Disclosure Schedule Letter contains, with respect to each parcel of the Owned Real PropertyProperties, a description of all existing leases, licenses subleases, licenses, guarantees or other occupancy contracts to which the Company Cody is a party or by which the Company Cody is bound, including and all assignments, amendments, modifications, extensions, renewals extensions and supplements thereto (collectively, the “Landlord Leases”), the terms of which have been complied with by the Company in all material respectsCody. The list set forth in Section 2.19(a)-2 of the Company Disclosure Schedule contains, with respect to each parcel of the Leased Real Property, a description of all existing leases, subleases, licenses or other occupancy contracts to which the Company is a party or by which the Company is bound, including all amendments, modifications, extensions, assignments, subleases, renewals and supplements thereto (collectively, the “Tenant Leases”) (the Landlord Leases and the Tenant Leases are herein sometimes collectively called the “Leases ”), the terms of which have been complied with by the Company in all material respects. The Company Real Property set forth in Section 2.19(a) of the Company Cody Disclosure Schedule Letter comprises all of the real property necessary and/or currently used in the operations of the business of the Company. Except as would not reasonably be expected to have a Material Adverse EffectCody. (b) A true, the Company has goodcorrect, valid complete and marketable title to all full execution copy of each Lease set forth in Section 2.19(a) of the Owned Real Property and its related personal property, assets and rights, Cody Disclosure Letter has been made available to Deseo. Cody’s interests in each of the Leases are free and clear of all Encumbrances Encumbrances, other than Permitted Encumbrances, and each of the Leases is in full force and effect and are free and clear of all Encumbrances, other than Permitted Encumbrances, and each of the Leases is in full force and effect. Neither Cody nor, to the knowledge of Cody, any other party to any 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 Leases. Cody enjoys peaceful and undisturbed possession under all such Leases and has not received notice of any material default, delinquency or breach on the part of Cody. For purposes of this Agreement, the term “Permitted Encumbrances” means: means (i) Encumbrances with respect to for water and sewer charges, Taxes or assessments and similar governmental charges or levies, which either are [A] not yet due delinquent or [B] being contested in good faith in and by appropriate proceedings or for which proceedings, and adequate reserves have been set aside; established with respect thereto, (ii) other Encumbrances imposed by operation of Law (including mechanics’, couriers’, workers’, repairers’, materialmen’s, warehousemen’s, landlord’s or and other similar statutory Encumbrances Encumbrances) arising in the ordinary course of business for amounts which are not yet due and payable and as would not in the aggregate materially adversely affect the value of, or being contested in good faith in appropriate proceedings; materially adversely interfere with the use of, the property subject thereto, (iii) any covenantsEncumbrances incurred or deposits made in the ordinary course of business in connection with workers’ compensation, conditionsunemployment insurance or other types of social security, restrictions, reservations, rights, liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on the Company’s title insurance policies and/or title insurance commitments or reports which have been made available to Parent; (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 the Tenant Leases; (v) building and land use regulations and restrictionsa lease creating any leasehold interest, (vi) existing easements Encumbrances arising under this Agreement or any ancillary agreement hereto, and encroachments; (vii) building code violations not caused by the Company; and (viii) mortgages or such other liens reflected imperfections in title as are not, in the Company’s Financialsaggregate, reasonably likely to result in a Material Adverse Effect or a Deseo Material Adverse Effect (as defined below), as the case may be.

Title to Properties; Assets. (aa)(i) Section 2.19(a)-1 of the Company Portables Disclosure Schedule Letter contains a correct and complete list of all real property owned by the Company or any partnership or joint venture and interests in which the Company or any division of the Company directly or indirectly has an interest (“Owned Real Property”). Section 2.19(a)-2 of the Company Disclosure Schedule contains a correct and complete list of all real property owned, leased or subleased by or for the Company as tenant benefit of Portables or subtenant any of Portables Subsidiaries from or to any Person (“Leased collectively, the "Portables Real Property”) (the Owned Real Property and the Leased Real Property are herein sometimes collectively called the “Company Real Property”"). The This list set forth in Section 2.19(a)-1 of the Company Disclosure Schedule contains, with respect to each parcel of the Owned Portables Real PropertyProperties, a description of all existing leases, licenses subleases, licenses, guarantees or other occupancy contracts to which Portables or any of the Company Portables Subsidiaries is a party or by which Portables or any of the Company Portables Subsidiaries is bound, including and all assignments, amendments, modifications, extensions, renewals extensions and supplements thereto (collectively, the “Landlord "Tenant Leases”"), the terms of which have been complied with by the Company Portables and any Portables Subsidiary in all material respects. The list set forth in Section 2.19(a)-2 of the Company Disclosure Schedule contains, with respect to each parcel of the Leased Real Property, a description of all existing leases, subleases, licenses or other occupancy contracts to which the Company is a party or by which the Company is bound, including all amendments, modifications, extensions, assignments, subleases, renewals and supplements thereto (collectively, the “Tenant Leases”) (the Landlord Leases and the Tenant Leases are herein sometimes collectively called the “Leases ”), the terms of which have been complied with by the Company in all material respects. The Company Portables Real Property set forth in Section 2.19(a3.19(a)(i) of the Company Portables Disclosure Schedule Letter comprises all of the real property necessary and/or currently used in the operations of the business of the CompanyPortables and Portables Subsidiaries. Except as would not reasonably be expected Portables or a Portables Subsidiary has good and valid title to, a valid leasehold interest in, or valid license to have a Material Adverse Effectuse, the Company has good, valid and marketable title to all of the Owned Real Property and its related personal property, assets and rightsrights used by them in the operation of their respective businesses, free and clear of all Encumbrances Encumbrances, other than Permitted Encumbrances. For purposes A true, correct, complete and full execution copy of this Agreementeach Tenant Lease set forth in Section 3.19(a)(i) of Portables Disclosure Letter has been provided to Zoom prior to the Closing Date. As of the date hereof, Portables or the term “Portables Subsidiary's interests in each of the Tenant Leases are free and clear of all Encumbrances, other than Permitted Encumbrances” means: , and each of the Tenant Leases is in full force and effect and, as of the Closing Date, Portables or the Portables Subsidiary's interests in each of the Tenant Leases will be free and clear of all Encumbrances, other than Permitted Encumbrances, and each of the Tenant Leases will be in full force and effect. Neither Portables nor any of the Portables Subsidiaries nor, to the knowledge of Portables, any other party to any Tenant Lease is in breach of or in default under (i) Encumbrances with respect to Taxes either not yet due or being contested in good faith in appropriate proceedings without notice or for which adequate reserves have been set aside; (ii) mechanics’, materialmen’s lapse of time or similar statutory Encumbrances for amounts not yet due or being contested in good faith in appropriate proceedings; (iiiboth) any covenants, conditions, restrictions, reservations, rights, liens, easements, encumbrances, encroachments and other matters affecting title which are shown as exceptions on the Company’s title insurance policies and/or title insurance commitments or reports which have been made available to Parent; (iv) the terms and conditions of the Tenant Leases; . Portables and Portables Subsidiaries enjoy peaceful and undisturbed possession under all such Tenant Leases and have not received notice of any default, delinquency or breach on the part of Portables or any Portables Subsidiary. Portables and the Portables Subsidiaries are the sole owners of and have good and marketable title to the assets that constitute all of the assets, rights and properties used in, or reasonably necessary for, the continued operation of its business in the manner and to the extent currently conducted (vthe "Assets") building and land use regulations and restrictions, (vi) existing easements and encroachments; (vii) building code violations not caused by the Company; and (viii) mortgages or other liens as reflected in the Company’s Financialsdescription of the business and financial statements provided to Zoom. Following the Closing, Portables and the Portables Subsidiaries shall continue to own all of the Assets.