Common use of Assets and Real Property Clause in Contracts

Assets and Real Property. (a) Except as set forth on Part 3.9(a) of the Disclosure Schedule, (i) the Company and its Subsidiaries are the sole owners of all right, title, and interest in and to all assets reflected as being owned by the Company and its Subsidiaries on the Balance Sheet and all other assets and property, real and personal, tangible and intangible (it being understood that any representation with respect to the Company’s or any Subsidiary’s title to, or valid leasehold or license interest in, any Intellectual Property is being made only in Section 3.14), owned by the Company and its Subsidiaries (collectively, the “Assets”), and together with all real and tangible personal property leased by the Company or any of its Subsidiaries, “Property”); (ii) there exists no Order (as hereinafter defined), or agreement or arrangement between the Company or any Subsidiary and any third party or any provision in the governing documents of the Company or any Subsidiary, that imposes any restriction on the use or transfer of the Property except for such restrictions set forth in the lease governing any leased property; (iii) no Property is in the possession of others and neither the Company nor any of its Subsidiaries hold any Property on consignment; (iv) the Company and its Subsidiaries have good and marketable title to, or a valid leasehold interest in, all of the Property, free and clear of all Liens, except for Permitted Liens. As used herein, “Permitted Liens” means (a) such easements, rights of way, encumbrances or restrictions on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations, do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Subsidiary and which do not materially impair the current use of any such real property, (b) materialmen’s, mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s and other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or the validity or amount thereof are being contested in good faith by appropriate proceedings for which the Company or such Subsidiary has set aside on its books appropriate reserves with respect thereto in accordance with GAAP (which reserve is accrued as a current liability on the Closing Balance Sheet and is taken into account in determining the Purchase Price under Section 1.6(c)), and, provided further, that such contest effectively suspends collection of the contested obligation and the aggregate amount of such Liens as are being contested does not exceed $50,000, (c) Liens for taxes not yet due and payable, or being contested and taken into account in the manner described in clause (b) above, (d) landlords’ and lessors’ Liens arising by operation of law in respect of rent not in default, (e) purchase money Liens incurred in the ordinary course of business in connection with the financing of fixed or capital assets, including obligations in respect of capital leases, provided that the aggregate amount of indebtedness secured thereby shall not exceed $1,000,000 and such Liens do not apply to any other property or assets of the Company or any Subsidiary, and (f) the Liens listed on Part 3.9(a) of the Disclosure Schedule. (b) All of the material tangible Property has been maintained in accordance with normal industry practice, is in adequate operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it is presently used. (c) Neither the Company nor any of its Subsidiaries owns any real property. Except as set forth on Part 3.9(c) of the Disclosure Schedule: (a) to the Company’s knowledge, there is no pending or threatened condemnation proceeding, administrative action or judicial proceeding of any type relating to that portion of any real property currently leased or otherwise occupied by the Company or any of its Subsidiaries (the “Real Property”); (b) to the Company’s knowledge, the Real Property does not serve any adjoining property for any purpose inconsistent with the use of the Real Property by the Company or any of its Subsidiaries, 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) to the Company’s knowledge, there are no leases, subleases, licenses, easements, concessions or other agreements, written or oral, granting to any person or entity the right to use or occupy any portion of the Real Property that are not listed on Part 3.9(c) of the Disclosure Schedule; (d) no person or entity (other than the Company or any of its Subsidiaries) is in possession of any of the Real Property; (e) to the Company’s knowledge, neither the current use of the Real Property nor the operation of the Company or any of its Subsidiaries violates any instrument of record or agreement affecting the Real Property or any applicable legal requirements; (f) 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 Real Property are sufficient to enable the continued operation of the Real Property as currently operated; (g) all certificates of occupancy, permits, licenses, approvals and other authorizations required to be obtained by the Company or any Subsidiary in connection with the past and present operation of the Company or any of its Subsidiaries on the Real Property have been lawfully issued to the Company or any of its Subsidiaries 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 Company’s knowledge, the Company and its Subsidiaries and such Real Property are in compliance in all material respects with all applicable zoning ordinances, regulations and permits; and (h) all Real Property has adequate access to public roads and utilities to enable the continued operation of the Real Property as currently operated.

Assets and Real Property. (a) Except as set forth on Part 3.9(a) of the Disclosure Schedule, (i) the Company The Sentio Parties and its Subsidiaries are the sole owners of all right, title, and interest in and to all assets reflected as being owned by the Company and its Subsidiaries on the Balance Sheet and all other assets and property, real and personal, tangible and intangible (it being understood that any representation with respect to the Company’s or any Subsidiary’s title to, or valid leasehold or license interest in, any Intellectual Property is being made only in Section 3.14), owned by the Company and its Subsidiaries (collectively, the “Assets”), and together with all real and tangible personal property leased by the Company or any of its Subsidiaries, “Property”); (ii) there exists no Order (as hereinafter defined), or agreement or arrangement between the Company or any Subsidiary and any third party or any provision in the governing documents of the Company or any Subsidiary, that imposes any restriction on the use or transfer of the Property except for such restrictions set forth in the lease governing any leased property; (iii) no Property is in the possession of others and neither the Company nor any of its Subsidiaries hold any Property on consignment; (iv) the Company and its their Subsidiaries have good and marketable title to, or a valid leasehold interest in, to all of the Propertytheir respective real and personal property (including, without limitation, mortgaged assets), free and clear of all any Liens, except for Permitted those (i) indicated in the Commission Documents, (ii) that secure liabilities that are part of the consolidated liabilities of the Company as reflected in the Company’s financial statements included in the Commission Documents or (iii) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Sentio Parties and their Subsidiaries has valid and enforceable leasehold interests in all of its respective real and personal property (including, without limitation, mortgaged assets) referred to in the Commission Documents as being leased by them, free of any Liens, except for those (i) indicated in the Commission Documents, (ii) that secure liabilities that are part of the consolidated liabilities of the Company as reflected in the Company’s financial statements included in the Commission Documents or (iii) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As used hereinTo the Knowledge of the Company, “Permitted Liens” means (a) such easements, rights of way, encumbrances no Person has any possessory interest in any space situated on or restrictions on in any real property imposed owned, leased or subleased by law the Sentio Parties or arising in any of their respective Subsidiaries other than pursuant to the ordinary course of business that do not secure any monetary obligationsGround Leases, do not materially detract from the value Leases and the Resident Agreements. All Ground Leases, Material Leases, Leases over 2,000 square feet and, to the Knowledge of the affected property Company, all Leases under 2,000 square feet, to which the Sentio Parties or interfere with their respective Subsidiaries are a party are valid and subsisting and in full force and effect and are legally enforceable against the ordinary conduct respective parties thereto and none of business the Sentio Parties nor any of their respective Subsidiaries has advised any, Landlord, Tenant or Manager of its intent to terminate any Ground Lease or Lease. To the Knowledge of the Company, none of the Sentio Parties nor any Affiliate of the Company or any Subsidiary and which do not materially impair the current use Partnership is aware of any such real propertydefault nor has given or received any notice claiming the existence of any default under (i) any Ground Lease or Material Lease, which default remains uncured, or (ii) under any Lease that is not a Material Lease, which (a) remains uncured and (b) materialmen’s, mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s and other like Liens arising individually or in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or the validity or amount thereof are being contested in good faith by appropriate proceedings for which the Company or such Subsidiary has set aside on its books appropriate reserves with respect thereto in accordance with GAAP (which reserve is accrued as aggregate, would have a current liability material adverse effect on the Closing Balance Sheet and is taken into account in determining the Purchase Price under Section 1.6(c)), and, provided further, that real property subject to such contest effectively suspends collection Lease. Each of the contested obligation Sentio Parties has made available to Investor true and complete, in all material respects, copies of the aggregate amount Ground Leases and Leases in place at any real property owned, leased or subleased by the Sentio Parties or their respective Subsidiaries and all amendments, modifications and side letters or other agreements modifying in any material respect the terms thereof in the possession of the Sentio Parties. The Sentio Parties and their Subsidiaries have such Liens consents, easements, rights-of-way or licenses (collectively, “Rights-of-Way”) from any Person as are being contested does not exceed $50,000, (c) Liens for taxes not yet due and payable, or being contested and taken into account necessary to conduct their business in the manner described in clause (b) abovethe Commission Documents, (d) landlords’ and lessors’ Liens arising by operation of law in respect of rent except for those which if not in defaultobtained would not, (e) purchase money Liens incurred individually or in the ordinary course of business in connection with the financing of fixed or capital assetsaggregate, including obligations in respect of capital leases, provided that the aggregate amount of indebtedness secured thereby shall not exceed $1,000,000 and such Liens do not apply to any other property or assets of the Company or any Subsidiaryhave a Material Adverse Effect, and (f) the Liens listed on Part 3.9(a) none of the Disclosure Schedule. (b) All of the material tangible Property has been maintained in accordance with normal industry practice, such Rights-of-Way contains any restriction that is in adequate operating condition and repair (subject to normal wear and tear), and is suitable for the purposes for which it is presently used. (c) Neither the Company nor any of its Subsidiaries owns any real property. Except as set forth on Part 3.9(c) of the Disclosure Schedule: (a) materially burdensome to the Company’s knowledge, there is no pending or threatened condemnation proceeding, administrative action or judicial proceeding of any type relating to that portion of any real property currently leased or otherwise occupied by the Company Sentio Parties or any of its Subsidiaries (the “Real Property”); (b) to the Company’s knowledge, the Real Property does not serve any adjoining property for any purpose inconsistent with the use of the Real Property by the Company or any of its their Subsidiaries, 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) to the Company’s knowledge, there are no leases, subleases, licenses, easements, concessions or other agreements, written or oral, granting to any person or entity the right to use or occupy any portion of the Real Property that are not listed on Part 3.9(c) of the Disclosure Schedule; (d) no person or entity (other than the Company or any of its Subsidiaries) is in possession of any of the Real Property; (e) to the Company’s knowledge, neither the current use of the Real Property nor the operation of the Company or any of its Subsidiaries violates any instrument of record or agreement affecting the Real Property or any applicable legal requirements; (f) 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 Real Property are sufficient to enable the continued operation of the Real Property as currently operated; (g) all certificates of occupancy, permits, licenses, approvals and other authorizations required to be obtained by the Company or any Subsidiary in connection with the past and present operation of the Company or any of its Subsidiaries on the Real Property have been lawfully issued to the Company or any of its Subsidiaries 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 Company’s knowledge, the Company and its Subsidiaries and such Real Property are in compliance in all material respects with all applicable zoning ordinances, regulations and permits; and (h) all Real Property has adequate access to public roads and utilities to enable the continued operation of the Real Property as currently operated.