Common use of Assets and Real Property Clause in Contracts

Assets and Real Property. (a) Except as set forth on Schedule 2.9(a) or except for any tangible personal property disposed of by the Company in the Ordinary Course of Business since the date of the Balance Sheet, the Company is the sole owner of all right, title, and interest in and to (i) all assets reflected as being owned by the Company on the Balance Sheet and (ii) all other assets and property, real and personal, tangible and intangible (including, without limitation, all Intellectual Property), owned by the Company (items (i) and (ii) collectively, the "Assets", and together with all property leased by or licensed to the any Company, the "Property"), and, except as set forth on Schedule 2.9(a), there exists no restriction on the use or transfer of the Property. Except as set forth on Schedule 2.9(a), no Property is in the possession of others and the Company does not hold any Property on consignment. Except as set forth on Schedule 2.9(a), the Company has good and indefeasible title to, or a valid leasehold interest in, all of its Property, free and clear of all Liens, other than (i) liens for taxes not yet due, and (ii) easements for public utilities, none of which materially interfere with or materially adversely affect the operation, use and/or enjoyment of the Property affected thereby. Immediately following the Closing, the Company shall continue to be vested with good and indefeasible title to, or a valid leasehold interest in, its Property. (b) Except as set forth on Schedule 2.9(b), all of the tangible Property has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is adequate for the purposes for which it is presently used. (c) Set forth on Schedule 2.9(c)(i) is a legal description of each parcel of real property owned and a municipal address for each parcel of real property leased or otherwise occupied by the Company (collectively, the "Real Property"). Except as set forth on Schedule 2.9(c)(ii): (a) there is no pending or, to the knowledge of the Company, threatened condemnation proceeding, administrative action or judicial proceeding of any type relating to the Real Property or other matters affecting adversely the current use, occupancy or value of the Real Property; (b) to the Company's knowledge, the Real Property does not serve any adjoining property for any purpose inconsistent with the Company's use of the Real Property, and the Real Property is not located within any flood plain or subject to any similar type of restriction for which any permits or licenses necessary to the use thereof have not been obtained; (c) there are no leases, subleases, licenses, easements, concessions or other agreements, written or oral, granting to the Company or, to the Company's knowledge, any other Person or entity the right to use or occupy any portion of the Real Property that are not listed on Schedule 2.9(c); (d) no Person or entity (other than the Company) is in possession of any of the Real Property; (e) neither the current use of the Real Property nor the operation of the Company violates any instrument of record or agreement affecting the Real Property or any applicable legal requirements; (f) all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems serving the Real Property are sufficient to enable the continued operation of the Real Property as currently operated and as proposed by the Company to be operated; (g) all certificates of occupancy, permits, licenses, approvals and other authorizations required in connection with the past and present operation of the Company on the Real Property have been lawfully issued to the Company and are, as of the date hereof, and will be following the consummation of the transactions contemplated hereby, in full force and effect, and the Company and such Real Property are in compliance with all applicable zoning ordinances, regulations and permits (without regard to any variances granted thereunder); and (h) all Real Property has adequate access to public roads and utilities.

Assets and Real Property. (a) Except as set forth on Schedule 2.9(a) or except for any tangible personal property disposed of by the Company in the Ordinary Course of Business since the date of the Balance Sheet), the Company is the sole owner of all right, title, and interest in and to (i) all assets reflected as being owned by the Company it on the Balance Sheet and (ii) all other assets and property, real and personal, tangible and intangible owned, held or used by it, other than (including, without limitation, all i) any property or assets leased to the Company or (ii) Intellectual Property), owned by Property licensed to the Company (items collectively, the “Assets,” and together with (i) all property or assets leased to the Company and (ii) collectively, the "Assets", and together with all property leased by or Intellectual Property licensed to the any Company, Company the "“Property"”), and, except as set forth on Schedule 2.9(a), there exists no restriction on the use or transfer of the Property. Except as Property (other than with respect the restrictions set forth on Schedule 2.9(ain the Real Property Leases), no . No Property is in the possession of others and the Company does not hold any Property property on consignment. Except as set forth on Schedule 2.9(a), the The Company has (i) good title to all of the Assets, free and indefeasible title toclear of all Liens, or and (ii) a valid leasehold interest in, in all of its the leased Property or a valid license right to use all of the licensed Property, free and clear of all Liens, other than (i) liens for taxes not yet due, and (ii) easements for public utilities, none of which materially interfere with or materially adversely affect the operation, use and/or enjoyment of the Property affected thereby. Immediately following Upon the Closing, the Company shall continue to be vested with good and indefeasible title to, or a valid leasehold interest or license right interest in, its the Property. (b) Except as set forth on Schedule 2.9(b), all All of the tangible Property (excluding the Leased Real Property) has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is adequate suitable for the purposes for which it is presently used.. CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION (c) Set forth on Schedule 2.9(c)(i) is a legal description of each parcel of The Company does not own and has never owned in fee any real property owned interests. (d) Schedule 2.9(d)-1 contains a complete and a municipal address for each parcel accurate list of all real property interests leased or otherwise occupied by the Company as tenant (collectively, the "“Leased Real Property"”). Except as set forth in Schedule 2.9(d)-2, the Company holds a valid leasehold interest in the Leased Real Property, and each lease pursuant to which the Company leases such Leased Real Property as a tenant (the “Real Property Leases”) is enforceable against the Company and the applicable landlord(s), in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Schedule 2.9(d)-2 contains a complete and accurate list of all Real Property Leases. Neither the Company nor, to the Company’s Knowledge, the applicable landlord, is in default in any material respect in the performance, observance or fulfillment of any obligation, covenant or condition contained in any Real Property Lease to which it is a party or bound which would likely result in the termination or cancellation thereof, and no event caused by, relating to or affecting the Company or otherwise, has occurred that (with or without the giving of notice or lapse of time, or both) would constitute a default in any material respect by the Company thereunder which would likely result in the termination or cancellation thereof. The Real Property Leases are without modification (written or oral) except as set forth in Schedule 2.9(d)-2 and true, accurate and complete copies of all documents comprising the same, with all supplements, amendments and exhibits thereto, have been made available by the Company to Parent. Each such Real Property Lease leasehold interest is valid, subsisting and in full force and effect. The Company has not assigned, transferred or conveyed its interests in the Real Property Leases. Except as set forth on Schedule 2.9(c)(ii): (a) there is 2.4(b), no pending orconsent, to the knowledge of the Companywaiver, threatened condemnation proceeding, administrative action approval or judicial proceeding authorization of any type relating to third person is required under the Real Property Leases in connection with the execution, delivery or other matters affecting adversely performance of this Agreement and the current useIndemnification Escrow Agreement by the Company or the Representative, occupancy or value the consummation by the Company or the Representative of the Real Property; transactions contemplated hereby or by the Indemnification Escrow Agreement. (be) to the Company's knowledge, the Real Property does not serve any adjoining property for any purpose inconsistent with the Company's use of the Real Property, and the Real Property is not located within any flood plain or subject to any similar type of restriction for which any permits or licenses necessary to the use thereof have not been obtained; (c) there There are no leases, subleases, licenses, easements, concessions or other agreementsagreements of the Company, written or oral, granting to the Company or, to the Company's knowledge, any other Person person or entity the right to use or occupy any portion of the Leased Real Property that are not listed on Schedule 2.9(c); (d) Property, and no Person person or entity (other than the Company) is in possession of any portion of the Leased Real Property; (e) neither the current use of the Real Property nor the operation of the Company violates any instrument of record or agreement affecting the Real Property or any applicable legal requirements; . CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION (f) Except as set forth in Schedule 2.9(f), (i) to the Company’s Knowledge, all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems serving the Leased Real Property are sufficient as to capacity to enable the continued operation of the Leased Real Property by the Company as currently operated (and as proposed the Company has paid all initial tap fees, connection fees and the like to the extent required under applicable Real Property Leases); (ii) the Company has not received any written or express notice, order or proposal concerning the Company’s use of the Leased Real Property which would adversely affect in any material respect the use or enjoyment of the Leased Real Property or access by the Company to be operatedor from any Leased Real Property; (giii) all certificates of occupancy, permits, licenses, approvals and other authorizations required in connection with the past and present operation of the Company on has not received any written or express notice for any unpaid rent in respect of any land or buildings that have at any time been owned and/or occupied and/or used by the Company but which are no longer owned, occupied or used by the Company; (iv) the Company has not given any guarantee relating to the Leased Real Property; (v) to the extent required to be maintained by the Company under the Real Property have been lawfully issued Leases, the improvements on or otherwise constituting the Leased Real Property, and the related HVAC, plumbing, drainage, electrical and mechanical systems are in good operating condition and repair and conform to all Laws, except as would not adversely affect the Company, and, to the Company Company’s Knowledge, to the extent required to be maintained by the applicable landlord and/or sublandlord under the Real Property Leases, the improvements on or otherwise constituting the Leased Real Property, and arethe related HVAC, plumbing, drainage, electrical and mechanical systems are in good operating condition and repair and conform to all Laws, except as would not adversely affect the Company; (vi) to the Company’s Knowledge, no existing or intended use of any adjacent or nearby real property would adversely affect the use of the date hereof, and will be following the consummation of the transactions contemplated hereby, Leased Real Property in full force and effectany material manner, and the Company and has received no written or express notice of any such existing or intended use; (vii) the Company has received no written or express notice of any current or pending eminent domain proceeding that would result in the taking of all or any material part of any of the Leased Real Property are in compliance with all applicable zoning ordinances, regulations and permits (without regard to any variances granted thereunder)Property; and (hxi) all from and after March 31, 2010, to and including the date of this Agreement, there have been no casualty losses exceeding $35,000, in the aggregate, affecting the Leased Real Property has adequate access to public roads and utilitiesProperty.

Assets and Real Property. (a) Except as set forth on Schedule 2.9(a) or except for any tangible personal property disposed of by the Company in the Ordinary Course of Business since the date of the Balance Sheet), the Company is the sole owner of all right, title, and interest in and to (i) all assets reflected as being owned by the Company it on the Balance Sheet and (ii) all other assets and property, real and personal, tangible and intangible owned, held or used by it, other than (including, without limitation, all i) any property or assets leased to the Company or (ii) Intellectual Property), owned by Property licensed to the Company (items collectively, the “Assets,” and together with (i) all property or assets leased to the Company and (ii) collectively, the "Assets", and together with all property leased by or Intellectual Property licensed to the any Company, Company the "“Property"”), and, except as set forth on Schedule 2.9(a), there exists no restriction on the use or transfer of the Property. Except as Property (other than with respect the restrictions set forth on Schedule 2.9(ain the Real Property Leases), no . No Property is in the possession of others and the Company does not hold any Property property on consignment. Except as set forth on Schedule 2.9(a), the The Company has (i) good title to all of the Assets, free and indefeasible title toclear of all Liens, or and (ii) a valid leasehold interest in, in all of its the leased Property or a valid license right to use all of the licensed Property, free and clear of all Liens, other than (i) liens for taxes not yet due, and (ii) easements for public utilities, none of which materially interfere with or materially adversely affect the operation, use and/or enjoyment of the Property affected thereby. Immediately following Upon the Closing, the Company shall continue to be vested with good and indefeasible title to, or a valid leasehold interest or license right interest in, its the Property. (b) Except as set forth on Schedule 2.9(b), all All of the tangible Property (excluding the Leased Real Property) has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is adequate suitable for the purposes for which it is presently used. (c) Set forth on Schedule 2.9(c)(i) is a legal description of each parcel of The Company does not own and has never owned in fee any real property owned interests. (d) Schedule 2.9(d)-1 contains a complete and a municipal address for each parcel accurate list of all real property interests leased or otherwise occupied by the Company as tenant (collectively, the "“Leased Real Property"”). Except as set forth in Schedule 2.9(d)-2, the Company holds a valid leasehold interest in the Leased Real Property, and each lease pursuant to which the Company leases such Leased Real Property as a tenant (the “Real Property Leases”) is enforceable against the Company and the applicable landlord(s), in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Schedule 2.9(d)-2 contains a complete and accurate list of all Real Property Leases. Neither the Company nor, to the Company’s Knowledge, the applicable landlord, is in default in any material respect in the performance, observance or fulfillment of any obligation, covenant or condition contained in any Real Property Lease to which it is a party or bound which would likely result in the termination or cancellation thereof, and no event caused by, relating to or affecting the Company or otherwise, has occurred that (with or without the giving of notice or lapse of time, or both) would constitute a default in any material respect by the Company thereunder which would likely result in the termination or cancellation thereof. The Real Property Leases are without modification (written or oral) except as set forth in Schedule 2.9(d)-2 and true, accurate and complete copies of all documents comprising the same, with all supplements, amendments and exhibits thereto, have been made available by the Company to Parent. Each such Real Property Lease leasehold interest is valid, subsisting and in full force and effect. The Company has not assigned, transferred or conveyed its interests in the Real Property Leases. Except as set forth on Schedule 2.9(c)(ii): (a) there is 2.4(b), no pending orconsent, to the knowledge of the Companywaiver, threatened condemnation proceeding, administrative action approval or judicial proceeding authorization of any type relating to third person is required under the Real Property Leases in connection with the execution, delivery or other matters affecting adversely performance of this Agreement and the current useIndemnification Escrow Agreement by the Company or the Representative, occupancy or value the consummation by the Company or the Representative of the Real Property; transactions contemplated hereby or by the Indemnification Escrow Agreement. (be) to the Company's knowledge, the Real Property does not serve any adjoining property for any purpose inconsistent with the Company's use of the Real Property, and the Real Property is not located within any flood plain or subject to any similar type of restriction for which any permits or licenses necessary to the use thereof have not been obtained; (c) there There are no leases, subleases, licenses, easements, concessions or other agreementsagreements of the Company, written or oral, granting to the Company or, to the Company's knowledge, any other Person person or entity the right to use or occupy any portion of the Leased Real Property that are not listed on Schedule 2.9(c); (d) Property, and no Person person or entity (other than the Company) is in possession of any portion of the Leased Real Property; (e) neither the current use of the Real Property nor the operation of the Company violates any instrument of record or agreement affecting the Real Property or any applicable legal requirements; . (f) Except as set forth in Schedule 2.9(f), (i) to the Company’s Knowledge, all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems serving the Leased Real Property are sufficient as to capacity to enable the continued operation of the Leased Real Property by the Company as currently operated (and as proposed the Company has paid all initial tap fees, connection fees and the like to the extent required under applicable Real Property Leases); (ii) the Company has not received any written or express notice, order or proposal concerning the Company’s use of the Leased Real Property which would adversely affect in any material respect the use or enjoyment of the Leased Real Property or access by the Company to be operatedor from any Leased Real Property; (giii) all certificates of occupancy, permits, licenses, approvals and other authorizations required in connection with the past and present operation of the Company on has not received any written or express notice for any unpaid rent in respect of any land or buildings that have at any time been owned and/or occupied and/or used by the Company but which are no longer owned, occupied or used by the Company; (iv) the Company has not given any guarantee relating to the Leased Real Property; (v) to the extent required to be maintained by the Company under the Real Property have been lawfully issued Leases, the improvements on or otherwise constituting the Leased Real Property, and the related HVAC, plumbing, drainage, electrical and mechanical systems are in good operating condition and repair and conform to all Laws, except as would not adversely affect the Company, and, to the Company Company’s Knowledge, to the extent required to be maintained by the applicable landlord and/or sublandlord under the Real Property Leases, the improvements on or otherwise constituting the Leased Real Property, and arethe related HVAC, plumbing, drainage, electrical and mechanical systems are in good operating condition and repair and conform to all Laws, except as would not adversely affect the Company; (vi) to the Company’s Knowledge, no existing or intended use of any adjacent or nearby real property would adversely affect the use of the date hereof, and will be following the consummation of the transactions contemplated hereby, Leased Real Property in full force and effectany material manner, and the Company and has received no written or express notice of any such existing or intended use; (vii) the Company has received no written or express notice of any current or pending eminent domain proceeding that would result in the taking of all or any material part of any of the Leased Real Property are in compliance with all applicable zoning ordinances, regulations and permits (without regard to any variances granted thereunder)Property; and (hxi) all from and after March 31, 2010, to and including the date of this Agreement, there have been no casualty losses exceeding $35,000, in the aggregate, affecting the Leased Real Property has adequate access to public roads and utilitiesProperty.

Assets and Real Property. (a) Except as set forth on Schedule 2.9(a) or except for any tangible personal property disposed of by the Company in the Ordinary Course of Business since the date of the Balance Sheet), the Company or one of its Subsidiaries is the sole owner of all right, title, and interest in and to (i) all assets reflected as being owned by the Company it on the Balance Sheet and (ii) all other material assets and property, real and personal, tangible and intangible (including, without limitation, all Intellectual Property)intangible, owned or used by it in the Company (items operation of the business, other than (i) and any property or assets leased to the Company or its Subsidiaries or (ii) Intellectual Property licensed to the Company or its Subsidiaries (collectively, the "“Assets", ,” and together with (1) all property or assets leased by to the Company or its Subsidiaries and (2) Intellectual Property licensed to the any CompanyCompany or its Subsidiaries, the "“Property"”), and, except as set forth on Schedule 2.9(a), there exists no restriction on the use or transfer . The Company and its Subsidiaries have (A) good and marketable title to all of the Assets, free and clear of all Liens, and (B) a valid leasehold interest in all of the leased Property or a valid license right to use all of the licensed Property, free and clear of all Liens. Except as set forth on Schedule 2.9(a)Upon and immediately following the Closing, no Property is in the possession each of others and the Company does not hold any Property on consignment. Except as set forth on Schedule 2.9(a), the Company has and its Subsidiaries shall continue to be vested with good and indefeasible title to, or a valid leasehold interest in, all of its Property, free and clear of all Liens, other than (i) liens for taxes not yet due, and (ii) easements for public utilities, none of which materially interfere with or materially adversely affect the operation, use and/or enjoyment of the Property affected thereby. Immediately following the Closing, the Company shall continue to be vested with good and indefeasible title to, or a valid leasehold license right interest in, its Property. (b) Except Other than as set forth on Schedule 2.9(b), all of the tangible Property has been maintained in accordance with normal industry practice, is in all material respects in good operating condition and repair (subject to normal wear and tear), and is adequate suitable for the purposes for which it is presently used. (c) Set forth on Schedule 2.9(c)(i2.9(c) is contains a legal description complete and accurate list of each parcel of all real property interests owned and a municipal address for each parcel of real property leased or otherwise occupied by the Company or its Subsidiaries (collectively, the "“Owned Real Property"”). Except as set forth on Schedule 2.9(c)(ii): 2.9(c), (a) there is no pending or, to the knowledge of the Company, threatened condemnation proceeding, administrative action or judicial proceeding of any type relating to the Real Property or other matters affecting adversely the current use, occupancy or value of the Real Property; (b) to the Company's knowledge, the Real Property does not serve any adjoining property for any purpose inconsistent with the Company's use of the Real Property, and the Real Property is not located within any flood plain or subject to any similar type of restriction for which any permits or licenses necessary to the use thereof have not been obtained; (ci) there are no leases, subleases, licenses, easements, concessions or other agreementsagreements of the Company or any of its Subsidiaries, written or oral, granting to the Company or, to the Company's knowledge, any other Person or entity the right to use or occupy any portion of the Owned Real Property that are not listed on Schedule 2.9(c); (d) Property, and no Person or entity (other than the CompanyCompany or such Subsidiary) is in possession of any portion of the Owned Real Property; (eii) neither the current use of the Owned Real Property nor the operation operations of the Company violates or any instrument such Subsidiary violates, in a manner that could reasonably be expected to have an adverse effect which is material on the value or use or enjoyment of the Owned Real Property, (A) any agreement of the Company or any of its Subsidiaries (whether of record or agreement affecting the Real Property otherwise) or (B) any applicable legal requirementsLaw; (fiii) all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems serving the Owned Real Property are sufficient in all material respects (including, without limitation, as to capacity) to enable immediately following the Effective Time the continued operation of the Owned Real Property by the Company or such Subsidiary, as currently operated (and as proposed by the Company to be operatedor such Subsidiary has paid all material initial tap fees, connections fees and the like); (giv) all certificates of occupancy, permits, licenses, approvals and other authorizations required to be held by the Company or such Subsidiary in connection with the past and present operation operations of the Company or such Subsidiary on the Owned Real Property have been lawfully issued to the Company or such Subsidiary and are, as of the date hereof, in full force and will effect, except to the extent that the failure to obtain or maintain such certificates of occupancy, permits, licenses, approvals and other authorizations would not reasonably be following expected to have a adverse effect which is material on the consummation value or use or enjoyment of the transactions contemplated herebyOwned Real Property; (v) the Company and its Subsidiaries have not received any notice or order which would reasonably be expected to have a material adverse affect on the value or use or enjoyment of the Owned Real Property; (vi) the improvements on the Owned Real Property, and related HVAC, plumbing, drainage, electrical and mechanical systems, are adequate for the uses to which they are currently being put, and conform to all Laws, except to the extent that the condition of the foregoing or their failure to conform to all Laws would not reasonably be expected to have an adverse effect which is material on the value or use or enjoyment of the Owned Real Property; (vii) there is no pending eminent domain proceeding that would result in the taking of all or any material part of the Owned Real Property; and (viii) from and after January 1, 2008, to and including the date of this Agreement, there have been no casualty losses exceeding $100,000, in the aggregate, affecting the Owned Real Property. (d) Schedule 2.9(d)-1 contains a complete and accurate list of all real property interests leased by the Company or one of its Subsidiaries as tenant (collectively, the “Leased Real Property” and, together with Owned Real Property, the “Real Property”). Except as set forth on Schedule 2.9(d)-2, the Company or its applicable Subsidiary holds a valid leasehold interest in the Leased Real Property, and each lease pursuant to which the Company or its Subsidiary leases such Leased Real Property as a tenant (collectively, with all amendments, modifications and other supplements thereto, the “Real Property Leases”) is enforceable against the Company and, to the Company’s Knowledge, the applicable landlord(s), in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Schedule 2.9(d)-3 contains a complete and accurate list of all Real Property Leases, together with all amendments thereto. Copies of the Real Property Leases have been made available by the Company to Parent. None of the Company, its Subsidiaries (if applicable) or, to the Company’s Knowledge, the applicable landlord, is in material default in the performance, observance or fulfillment of any material obligation, covenant or condition contained in any Real Property Lease to which it is a party or bound under applicable Law, and no event caused by or relating to or affecting the Company or such Subsidiary or otherwise, has occurred that (with or without the giving of notice or lapse of time, or both) would constitute a material default by the Company or its Subsidiary thereunder which would result in the termination or cancellation thereof, diminish the enforceability thereof, in any material respect, or otherwise contravene, conflict with or modify the material terms and requirements of any of the Real Property Leases. Each such Real Property Lease leasehold interest is valid, subsisting and in full force and effect. Except as set forth on Schedule 2.9(d)-4, each of the Real Property Leases may be assigned or otherwise transferred by the Company or its applicable Subsidiaries without the consent or other action of any other Person. (e) Schedule 2.9(e) contains a complete and accurate list of all real property interests leased or subleased by the Company as landlord or sublandlord to any third party tenants or subtenants (collectively, with all amendments, modifications and other supplements thereto, the “Real Property Landlord Leases”). Except as set forth on Schedule 2.9(e), each Real Property Landlord Lease is enforceable against the Company and, to the Company’s Knowledge, the applicable tenant(s) or subtenant(s), in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Schedule 2.9(e) contains a complete and accurate list of all Real Property Landlord Leases. Copies of the Real Property Landlord Leases have been made available to Parent. Neither the Company nor, to the Company’s Knowledge, the applicable tenant or subtenant, is in material default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any Real Property Landlord Lease to which it is a party or bound under applicable Law. Each such Real Property Landlord Lease leasehold interest is valid, subsisting and in full force and effect. (f) Except as set forth on Schedule 2.9(f), (i) there are no leases, subleases, licenses, concessions or other agreements of the Company or any of its Subsidiaries, written or oral, granting to any Person the right to use or occupy any portion of the Leased Real Property, and no Person (other than the Company or such Subsidiary) is in possession of any portion of the Leased Real Property; (ii) neither the current use of the Leased Real Property nor the operations of the Company or any such Subsidiary violates, in a manner that would reasonably be expected to have an adverse effect which is material on the value or use or enjoyment of the Leased Real Property, (A) any agreement of the Company or any of its Subsidiaries (whether of record or otherwise) or (B) any applicable Law or legal requirements; (iii) all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems serving the Leased Real Property are sufficient in all material respects (including, without limitation, as to capacity) to enable the continued operation of the Leased Real Property by the Company or such Subsidiary, as currently operated (and the Company or such Subsidiary has paid all initial tap fees, connection fees and the like); (iv) all certificates of occupancy, permits, licenses, approvals and other authorizations required to be held by the Company or such Subsidiary in connection with the present operations of the Company or such Subsidiary on the Leased Real Property have been lawfully issued to the Company or such Subsidiary and are, as of the date hereof, in full force and effect, except to the extent that the failure to obtain or maintain such certificates of occupancy, permits, licenses, approvals and other authorizations would not reasonably be expected to have an adverse effect which is material on the value or use or enjoyment of the Leased Real Property; (v) the Company and such its Subsidiaries have not received any written notice or order which would reasonably be expected to have an adverse effect which is material on the value or use or enjoyment of the Leased Real Property Property; (vi) the improvements on or otherwise constituting the Leased Real Property, and the related HVAC, plumbing, drainage, electrical and mechanical systems are in compliance with adequate for the uses to which they are currently being put, and conform to all applicable zoning ordinancesLaws in all material respects, regulations and permits except to the extent that the condition of the foregoing or their failure to conform to all Laws would not reasonably be expected to have an adverse effect which is material on the value or use or enjoyment of the Leased Real Property; (without regard to vii) there is no pending eminent domain proceeding that would result in the taking of all or any variances granted thereunder)material part of the Leased Real Property; and (hviii) all from and after August 31, 2009, to and including the date of this Agreement, there have been no casualty losses exceeding $100,000 affecting the Leased Real Property Property. (g) Neither the Company nor any of its Subsidiaries has adequate access received written notice that the rights of the Company or any of its Subsidiaries to public roads seek permits on real property administered by the Bureau of Land Management of the United States Department of the Interior, or any successor agency thereto, are not prior in time and utilitiesright to the rights of any other Person seeking any permit on such real property for the development, construction and operation of solar energy generating facilities.

Assets and Real Property. (a) Except as set forth on Disclosure Schedule 2.9(a) or except for any tangible personal property disposed of by the Company in the Ordinary Course of Business since the date of the Balance Sheet3.9(a), the Company or one of the Subsidiaries is the sole owner of all right, title, and interest in and to (i) all assets reflected as being owned by the Company them on the Balance Sheet and (ii) all other assets and property, real and personal, tangible and intangible (including, without limitation, all Intellectual Property), owned by the Company (items them or used by them, other than (i) any property or assets leased to the Company or any Subsidiary or (ii) Intellectual Property licensed to the Company or any Subsidiary under the Third Party Intellectual Property Licenses, (collectively, the “Assets,” and together with (i) all property or assets leased to the Company or any Subsidiary and (ii) collectively, the "Assets", and together with all property leased by or Intellectual Property rights licensed to the Company or any CompanySubsidiary under the Third Party Intellectual Property Licenses, the "“Property"”), and, except as set forth on Disclosure Schedule 2.9(a), 3.9(a) there exists no restriction on the use or transfer of the Property. Except as set forth on Schedule 2.9(a), no No Property is in the possession of others and neither the Company does not hold nor any Subsidiary holds any Property on consignment. Except as set forth on Disclosure Schedule 2.9(a3.9(a), the Company has and the Subsidiaries have (i) good title to all of the Assets, free and indefeasible clear of all Liens, and (ii) a valid leasehold interest in all of the leased Property and a valid license right to use all of the licensed Property, free and clear of all Liens. Upon the Closing, the Company or one of the Subsidiaries shall continue to be vested with good title to, or a valid leasehold interest in, all of its Property, free and clear of all Liens, other than (i) liens for taxes not yet due, and (ii) easements for public utilities, none of which materially interfere with or materially adversely affect the operation, use and/or enjoyment of the Property affected thereby. Immediately following the Closing, the Company shall continue to be vested with good and indefeasible title to, or a valid leasehold license right interest in, its Property. (b) Except as set forth on Schedule 2.9(b), all All of the tangible Property has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is adequate suitable for the purposes for which it is presently used. (c) Neither the Company nor any of the Subsidiaries is the owner of any real property. Set forth on Disclosure Schedule 2.9(c)(i3.9(c) is a legal description list of each parcel of all leased real property owned and a municipal address for each parcel of real property leased or otherwise occupied by Buyer has been provided with access to the Company lease documents thereto in the Data Room (collectively, the "“Leased Real Property"”). Except as set forth on Disclosure Schedule 2.9(c)(ii3.9(c): (a) the Company has not received written or express notice from its landlord that there is no pending or, to the knowledge of the Company, are any threatened condemnation proceedingproceedings, administrative action actions or judicial proceeding of any type relating to the Leased Real Property or other matters affecting adversely the current use, use or occupancy or value of the Leased Real Property; (b) to the Company's knowledge, the Real Property does not serve any adjoining property for any purpose inconsistent with the Company's use of the Real Property, and the Real Property is not located within any flood plain or subject to any similar type of restriction for which any permits or licenses necessary to the use thereof have not been obtained; (c) there are no leases, subleases, licenses, easements, concessions or other agreementsagreements of the Company or any Subsidiary, written or oral, granting to the Company or, to the Company's knowledge, any other Person person or entity the right to use or occupy any portion of the Leased Real Property that are not listed on Schedule 2.9(c)Property; (dc) no Person person or entity (other than the Company) is in possession of any of the Leased Real Property; (ed) neither the Company has not received written or express notice from its landlord that either the current use of the Leased Real Property nor or the operation operations of the Company and the Subsidiaries violates any instrument of record or any applicable legal requirements or agreement affecting the Leased Real Property or any applicable legal requirementsProperty; (fe) all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems serving the Leased Real Property are sufficient to enable the continued operation of the Leased Real Property as currently operated and as proposed by the Company to be and the Subsidiaries as currently operated; (gf) all certificates of occupancy, permits, licenses, approvals and other authorizations required to be obtained and held by the Company in connection with the past and present operation operations of the Company on the Leased Real Property have been lawfully issued to the Company and are, as of the date hereof, and will be following the consummation of the transactions contemplated hereby, in full force and effect, and the Company and such Real Property are in compliance with all applicable zoning ordinances, regulations and permits ; (without regard to any variances granted thereunder); and (hg) all Leased Real Property has adequate reasonable access to public roads and utilities; and (i) the Company has no actual or contingent liability in respect of any land or buildings that have been owned and/or occupied and/or used by the Company but which are no longer owned, occupied or used by the Company within the last five years. (d) Disclosure Schedule 3.9(d) contains a complete and accurate list of the underlying leases, agreements to lease, renewals of leases, tenancy agreements, licenses or other rights of occupation of the Leased Real Property (collectively, the “Real Property Leases”). Except as set forth in Disclosure Schedule 3.9(d), the Company holds a valid leasehold interest in the Leased Real Property, and each Real Property Lease is enforceable against the Company, and the applicable lessor(s), in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Neither the Company nor, to the Sellers’ Knowledge, the applicable lessor, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any Real Property Lease to which it is a party or bound, and no event caused by, relating to or affecting the Company or otherwise, has occurred that (with or without the giving of notice or lapse of time, or both) would constitute such a default by the Company thereunder. The Real Property Leases are without modification (written or oral) except as set forth in Disclosure Schedule 3.9(d), and true, accurate and complete copies of all documents comprising the same, with all supplements, amendments and exhibits thereto, were delivered or made available in the Data Room by the Company to the Buyer prior to the date hereof. To the Knowledge of Sellers, there is no pending rent review in respect of any of the Real Property Leases. Each such Real Property Lease leasehold interest is valid, subsisting and in full force and effect and constitutes the whole of the agreement between the Company and the applicable lessor(s). The Company has not assigned, transferred or conveyed its interests in the Real Property Leases. The Company does not lease or sublease any Company Leased Real Property as landlord to any third party tenants or subtenants. To the Sellers’ Knowledge, neither the Leased Real Property nor any part thereof has been expropriated or condemned, nor has the Company received any written notice of any proposed expropriation or condemnation. The Company has not entered into any agreement with a Government which would have the result of making the Leased Real Property subject to any sewer charges, local improvement rates or charges of a similar nature other than is currently assessed.

Assets and Real Property. (a) Except as set forth on Schedule 2.9(a) or and except for any tangible personal property disposed of by the Company or its Subsidiaries, as applicable, in the Ordinary Course of Business since the date of the Balance Sheet, the Company or one of its Subsidiaries is the sole owner of all right, title, and interest in and to (i) all assets reflected as being owned by the Company it on the Balance Sheet and (ii) all other assets and property, real and personalpersonal owned, tangible and intangible (includingheld or used by it, without limitation, all Intellectual Property), owned by the Company (items other than (i) Company Intellectual Property (which shall be covered by Section 2.14) and (ii) collectively, any property or assets leased to the "Company or its Subsidiaries (collectively the “Assets", ,”) and together with all Company Intellectual Property and property or assets leased by or licensed to the any Company, Company or its Subsidiaries (the "“Property"” )), and, except as set forth on Schedule 2.9(a), there exists no restriction on the use or transfer of the Property, other than Company Intellectual Property (which shall be covered by Section 2.14). Except as set forth on Schedule 2.9(a), no Property, other than Company Intellectual Property (which shall be covered by Section 2.14), is in the possession of others and neither the Company does not hold nor any Property of its Subsidiaries holds any property on consignment. Except as set forth on Schedule 2.9(a), the The Company has and its Subsidiaries have (i) good and indefeasible title to, or a valid leasehold interest in, to all of its Propertythe Assets, free and clear of all Liens, other than (i) liens for taxes not yet due, and (ii) easements for public utilities, none of which materially interfere with or materially adversely affect the operation, use and/or enjoyment a valid leasehold interest in all of the leased Property affected therebyor a valid license right to use all of the licensed Property, other than Company Intellectual Property (which shall be covered by Section 2.14), free and clear of all Liens. Immediately following Upon the Closing, the Company and its Subsidiaries shall continue to be vested with good and indefeasible title to, or a valid leasehold interest inor license right interest in the Property, its Propertyother than Company Intellectual Property (which shall be covered by Section 2.14). (b) Except as set forth on Schedule 2.9(b), all All of the tangible Property has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is adequate suitable for the purposes for which it is presently used. (c) Set forth on Schedule 2.9(c)(i2.9(c) is a legal description of each parcel of real property owned and a municipal address for each parcel of real property leased or otherwise occupied by the Company or any of its Subsidiaries (the “Owned Real Property”). (d) Schedule 2.9(d) contains a complete and accurate list of all real property interests leased by the Company or one of its Subsidiaries as tenant (collectively, the "“Leased Real Property"”) and a complete and accurate list of each lease pursuant to which the Company or its Subsidiary leases such Leased Real Property as a tenant (the “Real Property Leases”). Except as set forth on Schedule 2.9(c)(ii): 2.9(d), each of the Real Property Leases may be assigned or otherwise transferred by the Company or its applicable Subsidiaries without the consent or other action of any other Person. The Leased Real Property and the Owned Real Property are collectively referred to as the “Company Real Property”). (ae) there Except as set forth in Schedule 2.9(e), the Company or its applicable Subsidiary holds a valid leasehold interest in the Leased Real Property pursuant to a Real Property Lease, and each Real Property Lease is no pending enforceable against the Company and to the Company’s knowledge the applicable landlord(s), in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). None of the Company, its Subsidiaries (if applicable) or, to the knowledge of Company’s knowledge, the Companyapplicable landlord, threatened condemnation proceedingis in default in any material respect in the performance, administrative action observance or judicial proceeding fulfillment of any type obligation, covenant or condition contained in any Real Property Lease to which it is a party or bound, and no event caused by, relating to or affecting the Company or such Subsidiary or otherwise, has occurred that (with or without the giving of notice or lapse of time, or both) would constitute a default by the Company or its Subsidiary thereunder which may result in the termination or cancellation thereof, diminish the enforceability thereof, or otherwise contravene, conflict with or modify the terms and requirements of any of the Real Property Leases. The Real Property Leases are without modification (written or other matters affecting adversely oral) except as set forth in any supplement or amendment to such Real Property Leases, and true, accurate and complete copies of all documents comprising the current usesame, occupancy with all supplements, amendments and exhibits thereto, have been provided or value made available to Parent. Each such Real Property Lease is in full force and effect. Neither the Company nor any of the Real Property; its Subsidiaries (bif applicable) to the Company's knowledgehas assigned, transferred or conveyed their interests in the Real Property does not serve Leases. Neither the Company nor any adjoining property for any purpose inconsistent with the Company's use Subsidiary of the Real Property, and the Company leases or subleases any Company Real Property is not located within any flood plain or subject as landlord to any similar type of restriction for which any permits third party tenants or licenses necessary to the use thereof have not been obtained; subtenants. (cf) Except as set forth in Schedule 2.9(f), (i) there are no leases, subleases, licenses, easements, concessions or other agreementsagreements of the Company or any of its Subsidiaries, written or oral, granting to the Company or, to the Company's knowledge, any other Person person or entity the right to use or occupy any portion of the Company Real Property that are not listed on Schedule 2.9(c); (d) Property, and no Person person or entity (other than the CompanyCompany or such Subsidiary) is in possession of any portion of the Company Real Property; (eii) neither the current Company nor any of its Subsidiaries has any knowledge or notice of any existing or intended use of any adjacent or nearby real property which would adversely affect the value or use of the Company Real Property nor Property; (iii) there is no pending or threatened eminent domain proceeding that would result in the operation taking of all or any material part of any of the Company violates any instrument Real Property and (iv) from and after March 31, 2010, to and including the date of record or agreement this Agreement, there have been no casualty losses exceeding $50,000, in the aggregate, affecting the Company Real Property or any applicable legal requirements; (f) all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems serving the Real Property are sufficient to enable the continued operation of the Real Property as currently operated and as proposed by the Company to be operated; (g) all certificates of occupancy, permits, licenses, approvals and other authorizations required in connection with the past and present operation of the Company on the Real Property have been lawfully issued to the Company and are, as of the date hereof, and will be following the consummation of the transactions contemplated hereby, in full force and effect, and the Company and such Real Property are in compliance with all applicable zoning ordinances, regulations and permits (without regard to any variances granted thereunder); and (h) all Real Property has adequate access to public roads and utilitiesProperty.

Assets and Real Property. (a) Except as set forth on Schedule 2.9(a) or except for any tangible personal property disposed of by the Company in the Ordinary Course of Business since the date of the Balance Sheet, the Company is the sole only owner of all right, title, and interest in and to (i) all assets reflected as being owned by the Company it on the Balance Sheet and (ii) all other assets and property, real and personal, tangible and intangible (including, without limitation, all Intellectual Property), owned by the Company it (items (i) and (ii) collectively, the "Assets", and together with all property leased by or licensed to the any Company, the "Property"), and, except as set forth on Schedule 2.9(a), there exists no restriction on the use or transfer of the Property. Except as set forth on Schedule 2.9(a), no Property is in the possession of others and the Company does not hold any Property on consignment. Except as set forth on Schedule 2.9(a), the Company has good and indefeasible title to, or a valid leasehold interest in, all of its Property, free and clear of all Liens, other than (iA) any Lien or encumbrance disclosed on the Balance Sheet, (B) liens for taxes Taxes, assessments or charges which are not yet duedue and payable or which are being contested by the Company in good faith, (C) liens incurred in connection with workers' compensation, unemployment insurance and other types of social security benefits, (D) mechanics', carriers', workmens', repairmens' or other like liens arising or incurred in the Ordinary Course of Business which are not overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings, (E) any statutory or common law landlord's liens created pursuant to or arising with respect to a lease, sublease or license by the Company of leased Real Property (as hereinafter defined) arising or incurred in the Ordinary Course of Business which are not overdue, (F) mortgages or deeds of trust or other like security instruments granted by an owner of leased Real Property and encumbering the fee simple title to leased Real Property for which there exists an attornment agreement, (G) the terms, provisions, restrictions and limitations of any lease, sublease or license agreement for the lease, sublease or license by the Company of leased Real Property and set forth on Schedule 2.9(c)(i), (H) deposits to secure the performance of bids, contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of like nature incurred in the Ordinary Course of Business and (iiI) such imperfections or irregularities of title, easements for public utilities(including, none without limitation, reciprocal easement agreements and utility agreements), rights of which way, encroachments, restrictive covenants, variances and other similar restrictions, charges or encumbrances (whether or not recorded) that do not materially detract from the value and do not materially interfere with or materially adversely affect the operation, present use and/or enjoyment of the Property property or leased assets affected thereby. Immediately following the Closing, the thereby and do not otherwise have a Company shall continue to be vested with good and indefeasible title to, or a valid leasehold interest in, its PropertyMaterial Adverse Effect. (b) Except as set forth on Schedule 2.9(b), all of the tangible Property has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is adequate for the purposes for which it is presently used. (c) Set forth on Schedule 2.9(c)(i) is a legal description of each parcel of real property owned and a municipal address for each parcel of real property leased or otherwise occupied by the Company (collectively, the "Real Property"). Except as set forth on Schedule 2.9(c)(ii): (a) there is no pending or, to the knowledge of the Company, threatened condemnation proceeding, administrative action or judicial proceeding of any type relating to the Real Property or other matters affecting adversely the current use, occupancy or value of the Real Property; (b) to the Company's knowledge, the Real Property does not serve any adjoining property for any purpose inconsistent with the Company's use of the Real Property, and the Real Property is not located within any flood plain or subject to any similar type of restriction for which any permits or licenses necessary to the use thereof have not been obtained; (c) there are no leases, subleases, licenses, easements, concessions or other agreements, written or oral, granting to the Company or, to the Company's knowledge, any other Person or entity the right to use or occupy any portion of the Real Property that are not listed on Schedule 2.9(c); (d) no Person or entity (other than the Company) is in possession of any of the Real Property; (e) neither the current use of the Real Property nor the operation of the Company violates any instrument of record or agreement affecting the Real Property or any applicable legal requirements; (f) to the knowledge of the Company, all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems serving the Real Property are sufficient to enable the continued operation of the Real Property as currently operated and as proposed by the Company to be operated; (g) all certificates of occupancy, permits, licenses, approvals and other authorizations required in connection with the past and present operation of the Company on the Real Property have been lawfully issued to the Company and are, as of the date hereof, and will be following the consummation of the transactions contemplated hereby, in full force and effect, and to the knowledge of the Company, the Company and such Real Property are in compliance with all applicable zoning ordinances, regulations and permits (without regard to any variances granted thereunder); and (h) all Real Property has adequate access to public roads and utilities.

Assets and Real Property. (a) Except as set forth on Schedule 2.9(a) or except for any tangible personal property disposed of by the Company in the Ordinary Course of Business since the date of the Balance Sheet2.9(a)(i), the Company is the sole owner of all right, title, and interest in and to (i) all assets reflected as being owned by the Company it on the Balance Sheet and (ii) all other assets and property, real and personal, tangible and intangible owned, held or used by it, other than (including, without limitation, all i) any property or assets leased to the Company or (ii) Intellectual Property), owned by Property licensed to the Company (items (i) and (ii) collectively, the "“Assets",” and, and together with all property or assets leased by or licensed to the any Company, Company (the "“Property"”)), and, except as set forth on Schedule 2.9(a2.9(a)(ii), there exists no restriction on the use or transfer of the Property. Except as set forth on Schedule 2.9(a), no No Property is in the possession of others and the Company does not hold any Property property on consignment. Except The Company has (i) good title to all of the Assets, free and clear of all liens, claims, encumbrances, security interests, charges, pledges, equitable interests or other restrictions or adverse claims of whatever nature, including any restrictions on use, transfer, receipt of income, voting or exercise of any other attribute of ownership, other than (i) mechanics’, materialmen’s, suppliers’ and similar liens as set forth to which the Company is not in default of the underlying obligation, (ii) liens for taxes, assessments, governmental charges and levies that are not yet delinquent or that are being contested in good faith, but only to the extent an adequate reserve has been accrued for such amount as a current liability on Schedule 2.9(athe Closing Balance Sheet, (iii) liens arising through or under any landlords of leased real property and (iv) easements, restrictions and other title encumbrances that do not materially interfere with the use of the property (collectively, “Liens”), and (ii) a valid leasehold or subleasehold interest in all of the Company has good and indefeasible title to, leased Property or a valid leasehold interest in, license right to use all of its the licensed Property, free and clear of all Liens, other than (i) liens for taxes not yet due, and (ii) easements for public utilities, none of which materially interfere with or materially adversely affect the operation, use and/or enjoyment of the Property affected thereby. Immediately following Upon the Closing, the Company shall continue to be vested with good and indefeasible title to, or a valid leasehold interest or license right interest in, its the Property. Set forth on Schedule 2.9(a)(iii) is a list of all fixed assets of the Company as of the end of the last completed calendar month prior to the date hereof. (b) Except as set forth on Schedule 2.9(b), all All of the tangible Property has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is adequate suitable for the purposes for which it is presently used. (c) Set forth on The Company does not own and has never owned any real property. (d) Schedule 2.9(c)(i2.9(d)(i) is contains a legal description complete and accurate list of each parcel of all real property owned and a municipal address for each parcel of real property interests leased or otherwise occupied subleased by the Company as tenant (collectively, the "“Leased Real Property"”). Except as set forth on in Schedule 2.9(c)(ii): 2.9(d)(ii), the Company holds a valid leasehold or subleasehold interest in the Leased Real Property, and each lease or sublease pursuant to which the Company leases or subleases such Leased Real Property as a tenant (athe “Real Property Leases”) there is no pending orenforceable against the Company and, to the knowledge of the Company, threatened condemnation proceedingthe applicable landlord(s), administrative action in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or judicial proceeding at law). Schedule 2.9(d) contains a complete and accurate list of any type relating to all Real Property Leases and identifies each landlord under the Real Property Leases which, to the Company’s knowledge, has been adjusted bankrupt or other matters affecting adversely insolvent or there is entered against such landlord an order for relief in any bankruptcy or insolvency proceeding. Neither the current useCompany nor, occupancy to the knowledge of the Company, the applicable landlord is in default in the performance, observance or value fulfillment of any obligation, covenant or condition contained in any Real Property Lease to which it is a party or bound, and, to the knowledge of the Company, no event caused by the Company has occurred that (with or without the giving of notice or lapse of time, or both) would constitute a default by the Company thereunder which may result in the termination or cancellation thereof, diminish the enforceability thereof, or otherwise contravene, conflict with or modify the terms and requirements of any of the Real Property; Property Leases. The Real Property Leases are without modification (bwritten or oral) except as set forth in Schedule 2.9(d), and true, accurate and complete copies of all documents comprising the same, with all supplements, amendments and exhibits thereto, have been made available by the Company to Parent. To the Company's ’s knowledge, there is no pending rent review in respect of any of the Real Property does Leases. Each such Real Property Lease leasehold or subleasehold interest is valid, subsisting and in full force and effect. Except as set forth on Schedule 2.9(d), the Company has not serve any adjoining property for any purpose inconsistent with assigned, transferred or conveyed their interests in the Company's use Real Property Leases. Except as set forth on Schedule 2.9(d), each of the Real PropertyProperty Leases may be assigned or otherwise transferred by the Company without the consent or other action of any other Person. (e) Except as set forth on Schedule 2.9(e), and the Real Property is Company does not located within lease or sublease any flood plain or subject real property interests as landlord to any similar type of restriction for which any permits third party tenants or licenses necessary to the use thereof have not been obtained; subtenants. (cf) Except as set forth in Schedule 2.9(f), (i) there are no leases, subleases, licenses, easements, concessions or other agreementsagreements of the Company, written or oral, granting to the Company or, to the Company's knowledge, any other Person person or entity the right to use or occupy any portion of the Leased Real Property that are not listed on Schedule 2.9(c); (d) Property, and no Person person or entity (other than the Company) is in possession of any portion of the Leased Real Property; (eii) neither the current use of the Leased Real Property nor the operation operations of the Company violates (A) any instrument agreement of the Company (whether of record or agreement affecting the Real Property otherwise) or (B) any applicable Law or legal requirements; (fiii) all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems serving the Leased Real Property are sufficient (including, without limitation, as to capacity) to enable the continued operation of the Leased Real Property by the Company, as currently operated (and the Company has paid all initial tap fees, connection fees and the like) and as proposed by the Company planned to be operated; (giv) all material certificates of occupancy, permits, licenses, approvals and other authorizations required to be held by the Company in connection with the past and present operation operations of the Company on the Leased Real Property have been lawfully issued to the Company and are, as of the date hereof, and will be be, following the consummation of the transactions contemplated hereby, in full force and effect; (v) the Company has not received any notice, order or proposal which would adversely affect the value to the Company or use or enjoyment of any Leased Real Property or access to or from them; (vi) the Company does not have any current liability in respect of any land or buildings that have at any time been owned and/or occupied and/or used by the Company but which are no longer owned, occupied or used by the Company; (vii) the Company has not given any guarantee or indemnity relating to the Leased Real Property; (viii) to the knowledge of the Company, the improvements on or otherwise constituting the Leased Real Property, and the related HVAC, plumbing, drainage, electrical and mechanical systems are in good operating condition and repair and conform to all Laws (in each case, in all material respects); (ix) the Company and such does not have any knowledge or notice of any existing or intended use of any adjacent or nearby real property which would adversely affect the value to the Company or use of the Leased Real Property are by the Company; (x) to the knowledge of the Company, there is no pending eminent domain proceeding that would result in compliance with the taking of all applicable zoning ordinances, regulations and permits (without regard to or any variances granted thereunder)material part of any of the Leased Real Property; and (hxi) all to the knowledge of the Company, from and after January 1, 2011 to and including the date of this Agreement, there have been no casualty losses exceeding $50,000, in the aggregate, for which the Company is responsible affecting the Leased Real Property has adequate access to public roads and utilitiesProperty.

Assets and Real Property. (a) Except as set forth on Schedule 2.9(a) or except for any tangible personal property disposed of by the Company in the Ordinary Course of Business since the date of the Balance Sheet2.9(a)(i), the Company or one of its Subsidiaries is the sole owner of all right, title, and interest in and to (i) all assets reflected as being owned by the Company it on the Balance Sheet and (ii) all other assets and property, real and personal, tangible and intangible (includingowned, without limitationheld or used by it, all Intellectual Property), owned by the Company (items other than (i) and any property or assets leased to the Company or its Subsidiaries or (ii) Intellectual Property licensed to the Company or its Subsidiaries (collectively, the "“Assets",” and, and together with (A) all property or assets leased by to the Company or its Subsidiaries and (B) Intellectual Property licensed to the any Company, Company or its Subsidiaries (the "“Property"”)), and, except as set forth on Schedule 2.9(a2.9(a)(ii), there exists no restriction on the use or transfer of the Property. Except as set forth on Schedule 2.9(a), no No Property is in the possession of others and neither the Company does not hold nor any Property of its Subsidiaries holds any property on consignment. Except as set forth on Schedule 2.9(a)The Company and its Subsidiaries have (i) good title to all of the Assets, free and clear of all Liens, and (ii) a valid leasehold or subleasehold interest in all of the leased Property or a valid license right to use all of the licensed Property, free and clear of all Liens. Upon the Closing, the Company has and its Subsidiaries shall continue to be vested with good and indefeasible title to, or a valid leasehold interest in, all of its Property, free and clear of all Liens, other than (i) liens for taxes not yet due, and (ii) easements for public utilities, none of which materially interfere with or materially adversely affect the operation, use and/or enjoyment of the Property affected thereby. Immediately following the Closing, the Company shall continue to be vested with good and indefeasible title to, or a valid leasehold license right interest in, its the Property. Set forth on Schedule 2.9(a)(iii) is a list of all fixed assets of the Company as of the end of the last completed calendar month prior to the date hereof and the end of the last completed calendar month prior to the Closing Date. (b) Except as set forth on Schedule 2.9(b), all All of the tangible Property has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear), and is adequate suitable for the purposes for which it is presently used. (c) Set forth on Schedule 2.9(c)(i2.9(c) is a legal description of each parcel of real property owned and a municipal address for each parcel of real property leased or otherwise occupied owned by the Company (collectively, the "“Owned Real Property"”). (d) Schedule 2.9(d)(i) contains a complete and accurate list of all real property interests leased or subleased by the Company or one of its Subsidiaries as tenant (collectively, the “Leased Real Property” and together with the Owned Real Property, the “Real Property”). Except as set forth in Schedule 2.9(d)(ii), the Company or its applicable Subsidiary holds a valid leasehold or subleasehold interest in the Leased Real Property, and each lease or sublease pursuant to which the Company or its Subsidiary leases or subleases such Leased Real Property as a tenant (the “Real Property Leases”) is enforceable against the Company and, to the Company’s knowledge, the applicable landlord(s), in accordance with its terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, foreclosure and other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Schedule 2.9(d) contains a complete and accurate list of all Real Property Leases and identifies each landlord under the Real Property Leases which, to the Company’s knowledge, has been adjudged bankrupt or insolvent or there is entered against such landlord an order for relief in any bankruptcy or insolvency proceeding. None of the Company or any of its Subsidiaries (if applicable) or, to the Company’s knowledge, the applicable landlord is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any Real Property Lease to which it is a party or bound, and no event caused by, relating to or affecting the Company or such Subsidiary or otherwise, has occurred that (with or without the giving of notice or lapse of time, or both) would constitute a default by the Company or its Subsidiary thereunder which may result in the termination or cancellation thereof, diminish the enforceability thereof, or otherwise contravene, conflict with or modify the terms and requirements of any of the Real Property Leases. The Real Property Leases are without modification (written or oral) except as set forth in Schedule 2.9(d), and true, accurate and complete copies of all documents comprising the same, with all supplements, amendments and exhibits thereto, have been delivered by the Company to Parent. There is no pending rent review in respect of any of the Real Property Leases. Each such Real Property Lease leasehold or subleasehold interest is valid, subsisting and in full force and effect. Except as set forth on Schedule 2.9(c)(ii): 2.9(d), neither the Company nor any of its Subsidiaries (aif applicable) there is no pending orhas assigned, to the knowledge of the Company, threatened condemnation proceeding, administrative action transferred or judicial proceeding of any type relating to conveyed their interests in the Real Property or other matters affecting adversely the current useLeases. Except as set forth on Schedule 2.9(d), occupancy or value each of the Real Property; Property Leases may be assigned or otherwise transferred by the Company or its applicable Subsidiaries without the consent or other action of any other Person. (be) to Except as set forth on Schedule 2.9(e), neither the Company's knowledge, the Real Property does not serve Company nor any adjoining property for any purpose inconsistent with the Company's use Subsidiary of the Real Property, and the Real Property is not located within Company leases or subleases any flood plain or subject real property interests as landlord to any similar type of restriction for which any permits Third Party tenants or licenses necessary to the use thereof have not been obtained; subtenants. (cf) Except as set forth in Schedule 2.9(f), (i) there are no leases, subleases, licenses, easements, concessions or other agreementsagreements of the Company or any of its Subsidiaries, written or oral, granting to the Company or, to the Company's knowledge, any other Person person or entity the right to use or occupy any portion of the Real Property that are not listed on Schedule 2.9(c); (d) Property, and no Person person or entity (other than the CompanyCompany or such Subsidiary) is in possession of any portion of the Real Property; , (eii) neither the current use of the Real Property nor the operation operations of the Company or any such Subsidiary of the Company violates (A) any instrument agreement of the Company or any of its Subsidiaries (whether of record or agreement affecting the Real Property otherwise) or (B) any applicable Law or legal requirements; , (fiii) all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems serving the Real Property are sufficient (including, without limitation, as to capacity) to enable the continued operation of the Real Property by the Company or such Subsidiary, as currently operated (and the Company or such Subsidiary has paid all initial tap fees, connection fees and the like) and as proposed by the Company planned to be operated; , and to Company’s knowledge all utility lines servicing the Real Property are located either within the boundaries of the Real Property, within lands dedicated to the public use, or within recorded easements for such purpose, (giv) all certificates of occupancy, permits, licenses, approvals and other authorizations required to be held by the Company or such Subsidiary in connection with the past and present operation operations of the Company or such Subsidiary on the Real Property have been lawfully issued to the Company or such Subsidiary and are, as of the date hereof, and will be be, following the consummation of the transactions contemplated hereby, in full force and effect, and (v) the Company and such its Subsidiaries have not received any notice, order or proposal, nor are they aware of any, which would adversely affect the value or use or enjoyment of any Real Property or access to or from them, (vi) the Company and its Subsidiaries do not have any actual or contingent liability in respect of any land or buildings that have at any time been owned and/or occupied and/or used by the Company or any of its Subsidiaries but which are no longer owned, occupied or used by the Company or such Subsidiary, (vii) neither the Company nor any Subsidiary of the Company has given any guarantee or indemnity relating to the Real Property, (viii) to Company’s knowledge the improvements on or otherwise constituting the Real Property, and the related HVAC, plumbing, drainage, electrical and mechanical systems are in compliance with good operating condition and repair and conform to all applicable zoning ordinancesLaws, regulations and permits (without regard to ix) neither the Company nor any variances granted thereunder); of its Subsidiaries has any knowledge or notice of any existing or intended use of any adjacent or nearby real property which would adversely affect the value or use of the Real Property, (x) there is no pending eminent domain proceeding that would result in the taking of all or any material part of any of the Real Property, and (hxi) all from and after December 31, 2012 to and including the date of this Agreement, there have been no casualty losses exceeding $50,000, in the aggregate, affecting the Real Property has adequate access to public roads and utilitiesProperty.