Common use of Leased Property Clause in Contracts

Leased Property. (i) ss.4(k)(ii) of the Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). Sellers have delivered to Buyer a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth in ss.4(k)(ii) of the Disclosure Schedule, with respect to each of the Leases: (A) such Lease is legal, valid, binding, enforceable and in full force and effect; (B) the transaction contemplated by this Agreement does not require the consent of any other party to such Lease (except for those Leases for which Lease Consents (as hereinafter defined) are obtained), will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (C) Target's possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and, to the Knowledge of Sellers and the directors and officers of Target, there are no disputes with respect to such Lease; (D) to the Knowledge of Sellers and the directors and officers of Target, neither Target, or any other party to the Lease is in breach or default under such Lease, and, to the Knowledge of Sellers and the directors and officers of Target, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (E) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (F) Target does not owe, or will owe in the future, any brokerage commissions or finder's fees with respect to such Lease; (G) the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in Target; (H) Target has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (I) Target has not collaterally assigned or granted any other Lien in such Lease or any interest therein. (ii) The Leased Real Property identified in ss.4(k)(ii) of the Disclosure Schedule (collectively, the "Real Property") comprise all of the real property used or intended to be used in the business of Target; and Target is not a party to any agreement or option to purchase any real property or interest therein. (iii) All buildings, structures, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the "Improvements") are in good condition and repair and sufficient for the operation of the business of Target. There are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business of Target as currently conducted thereon. (iv) Target has not received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting any parcel of Leased Real Property or any portion thereof or interest therein. [To the Knowledge of Sellers and the directors and officers of Target there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or threatened, relating to the ownership, lease, use or occupancy of the Leased Real Property or any portion thereof, or the operation of the business of Target as currently conducted thereon.] (v) To the Knowledge of Sellers and the directors and officers of Target, the current use and occupancy of the Leased Real Property and the operation of the business of Target as currently conducted thereon does not violate in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Leased Real Property. (vi) None of the Leased Real Property or any portion thereof is located in a flood hazard area (as defined by the State of Arizona, City of Tucson or Federal Emergency Management Agency).

Leased Property. (i) ss.4(k)(ii) of The Sellers have previously delivered to the Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a Buyer true and complete copies of the leases of the Company with respect to both leased real property and leased personal property (respectively, the "Real Property Leases" and the "Personal Property Leases" and, collectively, the "Leases" and such property, the "Leased Property"). Schedule 2.16 sets forth a list of all the Leases for each such Leased and separately designates which Leases contain change in control provisions or otherwise require the consent, waiver or approval of the other parties thereto with respect to the consummation of the Transactions. The Leases are the valid and legally binding obligations of the Company and the lessors thereunder, enforceable in accordance with their respective terms, and are in full force and effect. None of the real property leased under the Real Property (including Leases is affected by, subject to or, to the date and name knowledge of the parties to such Lease document). Sellers have delivered to Buyer a true and complete copy of each such Lease documentSellers, and in the case of threatened by any oral Lease, a written summary of the material terms of such Leasecondemnation or eminent domain proceedings or any assessments for public improvements. Except as set forth on Schedule 2.16, (a) the Company has valid leasehold interests in ss.4(k)(ii) all of the Disclosure Schedule, with respect leased real and personal property subject to each the Leases; (b) neither the Company nor the Sellers have received any notice of default or breach under any of the Leases: ; (Ac) such Lease is legal, valid, binding, enforceable and in full force and effect; (B) the transaction contemplated by this Agreement does not require the consent of any other party to such Lease (except for those Leases for which Lease Consents (as hereinafter defined) are obtained), will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (C) Target's possession and quiet enjoyment none of the Leased Real Property under such Lease has not been disturbed and, to the Knowledge of Sellers Leases are in default; and the directors and officers of Target, there are no disputes with respect to such Lease; (Dd) to the Knowledge of Sellers and the directors and officers of Target, neither Target, or any other party to the Lease is in breach or default under such Lease, and, to the Knowledge of Sellers and the directors and officers of Target, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or the giving of notice or both, would constitute such a breach or defaultdefault thereunder. The Company has, or permit will have on or before the terminationClosing Date, modification or acceleration of rent under such Lease; (E) no security deposit or portion thereof deposited delivered all notices to, and obtained all consents, waivers and approvals from all parties that are required in connection with the transactions contemplated by this Agreement including, without limitation, estoppel letters from the landlords with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (F) Target does not owe, or will owe in the future, any brokerage commissions or finder's fees with respect to such Lease; (G) the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in Target; (H) Target has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (I) Target has not collaterally assigned or granted any other Lien in such Lease or any interest therein. (ii) The Leased Real Property identified in ss.4(k)(ii) of the Disclosure Schedule (collectively, the "Real Property") comprise all of the real property used or intended to be used in the business of Target; and Target is not a party to any agreement or option to purchase any real property or interest therein. (iii) All buildings, structures, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the "Improvements") are Leases, in good condition form and repair and sufficient for the operation of the business of Target. There are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business of Target as currently conducted thereon. (iv) Target has not received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting any parcel of Leased Real Property or any portion thereof or interest therein. [To the Knowledge of Sellers and the directors and officers of Target there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or threatened, relating substance reasonably satisfactory to the ownership, lease, use or occupancy Buyer. The Company enjoys peaceful and undisturbed possession of the Leased Real Property or any portion thereof, or the operation of the business of Target as currently conducted thereon.] (v) To the Knowledge of Sellers and the directors and officers of Target, the current use and occupancy of the Leased Real Property and the operation of the business of Target as currently conducted thereon does not violate in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Leased Real Property. (vi) None of the Leased Real Property or any portion thereof is located in a flood hazard area (as defined by the State of Arizona, City of Tucson or Federal Emergency Management Agency).

Leased Property. (i) ss.4(k)(ii) of With respect to the Real Property that is leased by Seller, which is identified on Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each such Leased Real Property 3.1.31 as being leased by Seller: (including the date and name of the parties to such Lease document). Sellers have a) Seller has delivered to Buyer Purchaser a true and complete copy of each such Lease documentevery lease and sublease to which Seller is a tenant or subtenant (the "Leases"), and in shall describe each Lease on Disclosure Schedule 3.1.31 by listing the case name of any oral Leasethe landlord or sublandlord, a written summary description of the material terms leased premises, the commencement and expiration dates of the current term, the security deposited by Seller with the landlord and sublandlord, if any, the monthly rental (including base and all additional rents), and whether Seller may assign the Lease to Purchaser (if the consent of the landlord and sublandlord is required for such Lease. Except as an assignment, that should be set forth in ss.4(k)(ii) of the Disclosure Schedule, with respect to each of the Leases: (A) such Lease is legal, valid, binding, enforceable and in full force and effectSchedule 3.1.31); (Bb) the transaction contemplated by this Agreement does not require the consent of any other party to such Each Lease (except for those Leases for which Lease Consents (as hereinafter defined) are obtained), will not result in a breach of or default under such Leaseis, and will not otherwise cause such Lease to cease to be legalat Closing shall be, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (C) Target's possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed andassigned, to modified, supplemented or amended except as listed on Disclosure Schedule 3.1.31, and neither Seller nor the Knowledge of Sellers and the directors and officers of Target, there are no disputes with respect to such Lease; (D) to the Knowledge of Sellers and the directors and officers of Target, neither Target, landlord or sublandlord under any other party to the Lease is in breach or default under such Leaseany of the Leases, and, to the Knowledge and no circumstances or state of Sellers and the directors and officers of Target, no event has occurred or circumstance facts presently exists which, with the delivery giving of notice, the notice or passage of time time, or both, would constitute such a breach or default, or permit the termination, modification landlord or acceleration of rent sublandlord under such any Lease to terminate any Lease; (E) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (F) Target does not owe, or will owe in the future, any brokerage commissions or finder's fees with respect to such Lease; (G) the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in Target; (H) Target has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (Ic) Target has not collaterally assigned or granted any other Lien At Closing Seller shall assign to the Purchaser all right, title and interest of Seller in and to all Leases (and shall deliver to Purchaser original copies of all consents required for such Lease or any interest therein. (iiassignments) The Leased Real Property identified in ss.4(k)(ii) of the Disclosure Schedule (collectively, the "Real Property") comprise all of the real property used or intended to be used in the business of Target; and Target is not a party to any agreement or option to purchase any real property or interest therein. (iii) All buildings, structures, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the "Improvements") are in good condition and repair and sufficient for the operation of the business of Target. There are no facts or conditions affecting security deposits made by Seller pursuant to any of the Improvements which wouldLeases, individually or in the aggregateincluding, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business of Target as currently conducted thereon. (iv) Target has but not received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting any parcel of Leased Real Property or any portion thereof or interest therein. [To the Knowledge of Sellers and the directors and officers of Target there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or threatened, relating to the ownership, lease, use or occupancy of the Leased Real Property or any portion thereof, or the operation of the business of Target as currently conducted thereon.] (v) To the Knowledge of Sellers and the directors and officers of Targetlimited to, the current use and occupancy of the Leased Real Property and the operation of the business of Target as currently conducted thereon does not violate in any material respect any easementsecurity deposits listed on Disclosure Schedule 3.1.31, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting together with all interest earned on such Leased Real Propertydeposits. (vi) None of the Leased Real Property or any portion thereof is located in a flood hazard area (as defined by the State of Arizona, City of Tucson or Federal Emergency Management Agency).

Leased Property. The attached Schedule 4.16(b) lists and describes briefly all real property leased or subleased to ATG and all other real property which is used in the Business and not owned by ATG (i) ss.4(k)(ii) the "LEASED REAL PROPERTY"). ATG has delivered to Purchasers' legal counsel correct and complete copies of the Disclosure leases and subleases listed on Schedule sets forth 4.16(b) (collectively, the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each such "LEASES"). With respect to the Leased Real Property (including the date and name of the parties to such Lease document). Sellers have delivered to Buyer a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth in ss.4(k)(ii) of the Disclosure Schedule, with respect to each of the Leases:, except as set forth on the attached Schedule 4.16(b): (Ai) such Lease is legal, valid, binding, enforceable enforceable, and in full force and effect; (Bii) the transaction contemplated by this Agreement does not require the consent of any other party to such Lease (except is fully assignable to Base Ten without the need for those Leases for which Lease Consents (as hereinafter defined) are obtained), will not result in a breach of any consents or default under such Lease, authorizations and will not otherwise cause such Lease to cease continue to be legal, valid, binding, enforceable enforceable, and in full force and effect on identical terms following the ClosingMerger; (Ciii) Target's possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and, to the Knowledge of Sellers and the directors and officers of Target, there are no disputes with respect party to such Lease; (D) to the Knowledge of Sellers and the directors and officers of Target, neither Target, or any other party to the Lease is in material breach or default under such Leasedefault, and, to the Knowledge of Sellers and the directors and officers of Target, no event has occurred or circumstance exists which, with the delivery notice or lapse of notice, the passage of time or bothtime, would constitute such a breach or default, default or permit the termination, modification modification, or acceleration of rent under such Lease; (Eiv) no security deposit or portion thereof deposited with respect party to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in fullrepudiated any provision thereof; (Fv) Target does not owethere are no disputes, oral agreements, or will owe forbearance programs in the future, any brokerage commissions or finder's fees with respect effect as to such Lease; (Gvi) to the other party best of Sellers' Knowledge, in the case of each Lease which is a sublease, the representations and warranties set forth in clauses 4.16(b) (i) through (v) are true and correct with respect to such Lease is not an affiliate of, and otherwise does not have any economic interest in Targetthe underlying lease; (Hvii) Target ATG has not subleasedassigned, licensed transferred, conveyed, mortgaged, deeded in trust, or otherwise granted encumbered any Person interest in the right leasehold or subleasehold created pursuant to use such Lease; (viii) none of the Leases has been modified in any respect, except to the extent that such modifications are in writing and have been delivered or occupy such made available to Purchasers; (ix) to the best of Sellers' Knowledge, all buildings, improvements and other structures located upon the Leased Real Property have received all approvals or any portion thereofGovernmental Entities, including licenses and permits, required in connection with the operation of the Business thereon and have been operated and maintained in accordance with all applicable Legal Requirements and the terms and conditions of the Leases; and (Ix) Target has not collaterally assigned or granted any all buildings, structures and other Lien in such Lease or any interest therein. (ii) The improvements located upon the Leased Real Property identified in ss.4(k)(ii) of the Disclosure Schedule (collectivelyProperty, the "Real Property") comprise all of the real property used or intended to be used in the business of Target; and Target is not a party to any agreement or option to purchase any real property or interest therein. (iii) All buildings, structures, fixtures, building systems and equipment, and including all components thereof, included in the Real Property (the "Improvements") are in good operating condition subject to the provision of usual and repair and sufficient for the operation of the business of Target. There are no facts or conditions affecting any of the Improvements which would, individually or customary maintenance in the aggregateordinary course of business with respect to buildings, interfere in any material respect with structures and improvements of like age and construction and all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage and other utility lines and systems serving the use or occupancy of the Improvements or any portion thereof in the operation of the business of Target as currently conducted thereon. (iv) Target has not received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting any parcel of Leased Real Property or any portion thereof or interest therein. [To are sufficient to enable the Knowledge of Sellers and the directors and officers of Target there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or threatened, relating to the ownership, lease, use or occupancy continued operation of the Leased Real Property or any portion thereof, or in the manner currently being used in connection with the operation of the business of Target as currently conducted thereonBusiness.] (v) To the Knowledge of Sellers and the directors and officers of Target, the current use and occupancy of the Leased Real Property and the operation of the business of Target as currently conducted thereon does not violate in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Leased Real Property. (vi) None of the Leased Real Property or any portion thereof is located in a flood hazard area (as defined by the State of Arizona, City of Tucson or Federal Emergency Management Agency).

Leased Property. (i) ss.4(k)(ii) of the Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a The Sellers have previously delivered to Buyer true and complete copies of the leases of the Company with respect to both leased real property and leased personal property (respectively, the "Real Property Leases" and the "Personal Property Leases" and, collectively, the "Leases" and such property, the "Leased Property"). Schedule 2.16 sets forth a list of all the Leases for each such Leased and separately designates which Leases contain change in control provisions or otherwise require the consent, waiver or approval of the other parties thereto with respect to the consummation of the Transactions. The Leases are the valid and legally binding obligations of the Company and the lessors thereunder, enforceable in accordance with their respective terms, and are in full force and effect. None of the real property leased under the Real Property (including Leases is affected by, subject to or, to the date and name knowledge of the parties to such Lease document). Sellers have delivered to Buyer a true and complete copy of each such Lease documentPrincipal Shareholders, and in the case of threatened by any oral Lease, a written summary of the material terms of such Leasecondemnation or eminent domain proceedings or any assessments for public improvements. Except as set forth on Schedule 2.16, (a) the Company has valid leasehold interests in ss.4(k)(ii) all of the Disclosure Schedule, with respect leased real and personal property subject to each the Leases; and (b) neither the Company nor the Principal Shareholders have received any notice of default or breach under any of the Leases: , (Ac) such Lease is legal, valid, binding, enforceable and none of the Leases are in full force and effect; (B) the transaction contemplated by this Agreement does not require the consent of any other party to such Lease (except for those Leases for which Lease Consents (as hereinafter defined) are obtained), will not result in a breach of or default under such Leasedefault, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (Cd) Target's possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and, to the Knowledge of Sellers and the directors and officers of Target, there are no disputes with respect to such Lease; (D) to the Knowledge of Sellers and the directors and officers of Target, neither Target, or any other party to the Lease is in breach or default under such Lease, and, to the Knowledge of Sellers and the directors and officers of Target, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or the giving of notice or both, would constitute such a breach or defaultdefault thereunder. The Company has, or permit will have on or before the terminationClosing Date, modification or acceleration of rent under such Lease; (E) no security deposit or portion thereof deposited delivered all notices to, and obtained all consents, waivers and approvals from, all parties that are required in connection with the transactions contemplated by this Agreement including, without limitation, estoppel letters from the landlords with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (F) Target does not owe, or will owe in the future, any brokerage commissions or finder's fees with respect to such Lease; (G) the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in Target; (H) Target has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (I) Target has not collaterally assigned or granted any other Lien in such Lease or any interest therein. (ii) The Leased Real Property identified in ss.4(k)(ii) of the Disclosure Schedule (collectively, the "Real Property") comprise all of the real property used or intended to be used in the business of Target; and Target is not a party to any agreement or option to purchase any real property or interest therein. (iii) All buildings, structures, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the "Improvements") are Leases, in good condition form and repair and sufficient for the operation of the business of Target. There are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business of Target as currently conducted thereon. (iv) Target has not received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting any parcel of Leased Real Property or any portion thereof or interest therein. [To the Knowledge of Sellers and the directors and officers of Target there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or threatened, relating substance satisfactory to the ownership, lease, use or occupancy Buyer. The Company enjoys peaceful and undisturbed possession of the Leased Real Property or any portion thereof, or the operation of the business of Target as currently conducted thereon.] (v) To the Knowledge of Sellers and the directors and officers of Target, the current use and occupancy of the Leased Real Property and the operation of the business of Target as currently conducted thereon does not violate in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Leased Real Property. (vi) . None of the Leased Real Property is effected or threatened by or subject to any condemnation or eminent domain proceeding or any portion thereof is located in a flood hazard area (as defined by the State of Arizona, City of Tucson or Federal Emergency Management Agency)assessments for public improvements.

Leased Property. (ia) ss.4(k)(ii) Neither of the Disclosure Schedule sets forth Sellers owns any real property related to the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each such Leased Real Property Business. (including the date and name of the parties to such Lease document). Sellers have delivered to Buyer a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. b) Except as set forth in ss.4(k)(ii) of on Disclosure Schedule 3.17, the Disclosure Schedule, with respect to each of the Leases: (A) such Lease is legal, valid, binding, enforceable and in full force and effect; (B) the transaction contemplated by this Agreement does not require the consent of any other party to such Lease (except for those Leases for which Lease Consents (as hereinafter defined) are obtained), will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following and is the Closing; (C) Target's possession only lease relating to the Business. M▇▇▇▇▇.▇▇▇ has performed all material obligations required to be performed by it to date under the Lease and quiet enjoyment M▇▇▇▇▇.▇▇▇ nor, to each of the Leased Real Property under such Lease has not been disturbed andSellers’ knowledge, to the Knowledge of Sellers and the directors and officers of Target, there are no disputes with respect to such Lease; (D) to the Knowledge of Sellers and the directors and officers of Target, neither Target, or any other party to thereto is in material default under the Lease is in breach or default under such Lease, and, to the Knowledge of Sellers (and the directors and officers of Target, no event has occurred or circumstance exists which, with the delivery of notice, the passage due notice or lapse of time or both, would constitute such a breach lapse or default, or permit ). No amount due under the termination, modification or acceleration of rent under such Lease; (E) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (F) Target does not owe, or will owe in remains unpaid other than rental amounts for the future, any brokerage commissions or finder's fees with respect to such Lease; (G) the other party to such Lease is not an affiliate ofcurrent open monthly period, and otherwise does not no material controversy, claim, dispute or disagreement exists between the parties to the Lease. The Sellers have delivered to the Purchaser a copy of the Lease, and any economic interest in Target; (H) Target has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (I) Target has not collaterally assigned or granted any other Lien in such Lease or any interest thereinamendments thereto. (iic) The Leased Real Property identified in ss.4(k)(ii) To each of the Disclosure Schedule (collectivelySellers’ knowledge, all improvements on the "Real Property") comprise Leased Property and the operations therein conducted conform in all material respects to all applicable Legal Requirements, including without limitation, health, fire, environmental, safety, zoning and building laws, ordinances and administrative regulations, except for possible nonconforming uses or violations which would not have a Material Adverse Effect. To each of the real property used or intended to be used in the business of Target; and Target is not a party to any agreement or option to purchase any real property or interest therein. (iii) All Sellers’ knowledge, all buildings, structures, fixturesimprovements and fixtures owned, building systems and equipment, and all components thereof, included leased or used by the Sellers in the Real Property (conduct of the "Improvements") Business are in good operating condition and repair and sufficient repair. (d) All public utilities required for the operation of the business of Target. There are no facts or conditions affecting any Leased Property and necessary for the conduct of the Improvements which wouldBusiness as presently conducted are installed and operating, individually or and all installation and connection charges, to each of the Sellers’ knowledge, are paid in the aggregate, interfere full in any material respect accordance with the use terms of such public utility accounts. (e) Except as set forth in Disclosure Schedule 3.17(e), the Lease and the Leased Property is not subject to any other lease, sublease, license or other agreement granting to any Person any right to the use, occupancy or enjoyment of the Improvements such property or any portion thereof in relating to the operation of the business of Target as currently conducted thereonBusiness. (ivf) Target has not received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting any parcel of Leased Real Property or any portion thereof or interest therein. [To the Knowledge of Sellers and the directors and officers of Target there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or threatened, relating to the ownership, lease, use or occupancy each of the Leased Real Property or any portion thereof, or the operation of the business of Target as currently conducted thereon.] (v) To the Knowledge of Sellers and the directors and officers of TargetSellers’ knowledge, the current use plumbing, electrical, heating, air conditioning, elevator, ventilating and occupancy of all other mechanical or structural systems for which M▇▇▇▇▇.▇▇▇ is responsible under the Leased Real Property Lease in the buildings or improvements are in good working order and the operation of the business of Target as currently conducted thereon does not violate in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Leased Real Property. (vi) None of the Leased Real Property or any portion thereof is located in a flood hazard area (as defined by the State of Arizona, City of Tucson or Federal Emergency Management Agency).

Leased Property. The attached Schedule 4.16(b) lists and describes briefly all real property leased or subleased to ATG and all other real property which is used in the Business and not owned by ATG (i) ss.4(k)(ii) of the Disclosure Schedule sets forth the address of each parcel of "Leased Real Property, and a true "). ATG has delivered to Purchasers' legal counsel correct and complete list copies of all Leases for each such the leases and subleases listed on Schedule 4.16(b) (collectively, the "Leases"). With respect to the Leased Real Property (including the date and name of the parties to such Lease document). Sellers have delivered to Buyer a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth in ss.4(k)(ii) of the Disclosure Schedule, with respect to each of the Leases:, except as set forth on the attached Schedule 4.16(b): (Ai) such Lease is legal, valid, binding, enforceable enforceable, and in full force and effect; (Bii) the transaction contemplated by this Agreement does not require the consent of any other party to such Lease (except is fully assignable to Base Ten without the need for those Leases for which Lease Consents (as hereinafter defined) are obtained), will not result in a breach of any consents or default under such Lease, authorizations and will not otherwise cause such Lease to cease continue to be legal, valid, binding, enforceable enforceable, and in full force and effect on identical terms following the ClosingMerger; (Ciii) Target's possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and, to the Knowledge of Sellers and the directors and officers of Target, there are no disputes with respect party to such Lease; (D) to the Knowledge of Sellers and the directors and officers of Target, neither Target, or any other party to the Lease is in material breach or default under such Leasedefault, and, to the Knowledge of Sellers and the directors and officers of Target, no event has occurred or circumstance exists which, with the delivery notice or lapse of notice, the passage of time or bothtime, would constitute such a breach or default, default or permit the termination, modification modification, or acceleration of rent under such Lease; (Eiv) no security deposit or portion thereof deposited with respect party to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in fullrepudiated any provision thereof; (Fv) Target does not owethere are no disputes, oral agreements, or will owe forbearance programs in the future, any brokerage commissions or finder's fees with respect effect as to such Lease; (Gvi) to the other party best of Sellers' Knowledge, in the case of each Lease which is a sublease, the representations and warranties set forth in clauses 4.16(b) (i) through (v) are true and correct with respect to such Lease is not an affiliate of, and otherwise does not have any economic interest in Targetthe underlying lease; (Hvii) Target ATG has not subleasedassigned, licensed transferred, conveyed, mortgaged, deeded in trust, or otherwise granted encumbered any Person interest in the right leasehold or subleasehold created pursuant to use such Lease; (viii) none of the Leases has been modified in any respect, except to the extent that such modifications are in writing and have been delivered or occupy such made available to Purchasers; (ix) to the best of Sellers' Knowledge, all buildings, improvements and other structures located upon the Leased Real Property have received all approvals or any portion thereofGovernmental Entities, including licenses and permits, required in connection with the operation of the Business thereon and have been operated and maintained in accordance with all applicable Legal Requirements and the terms and conditions of the Leases; and (Ix) Target has not collaterally assigned or granted any all buildings, structures and other Lien in such Lease or any interest therein. (ii) The improvements located upon the Leased Real Property identified in ss.4(k)(ii) of the Disclosure Schedule (collectivelyProperty, the "Real Property") comprise all of the real property used or intended to be used in the business of Target; and Target is not a party to any agreement or option to purchase any real property or interest therein. (iii) All buildings, structures, fixtures, building systems and equipment, and including all components thereof, included in the Real Property (the "Improvements") are in good operating condition subject to the provision of usual and repair and sufficient for the operation of the business of Target. There are no facts or conditions affecting any of the Improvements which would, individually or customary maintenance in the aggregateordinary course of business with respect to buildings, interfere in any material respect with structures and improvements of like age and construction and all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage and other utility lines and systems serving the use or occupancy of the Improvements or any portion thereof in the operation of the business of Target as currently conducted thereon. (iv) Target has not received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting any parcel of Leased Real Property or any portion thereof or interest therein. [To are sufficient to enable the Knowledge of Sellers and the directors and officers of Target there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or threatened, relating to the ownership, lease, use or occupancy continued operation of the Leased Real Property or any portion thereof, or in the manner currently being used in connection with the operation of the business of Target as currently conducted thereonBusiness.] (v) To the Knowledge of Sellers and the directors and officers of Target, the current use and occupancy of the Leased Real Property and the operation of the business of Target as currently conducted thereon does not violate in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Leased Real Property. (vi) None of the Leased Real Property or any portion thereof is located in a flood hazard area (as defined by the State of Arizona, City of Tucson or Federal Emergency Management Agency).

Leased Property. (a) Schedule 4.8(a) lists all Leases. Seller has delivered to --------------- Buyer correct and complete copies of such Leases (as amended to date). With respect to each Lease: (i) ss.4(k)(ii) of the Disclosure Schedule sets forth the address of each parcel of Leased Real Propertysuch Leases are legal, and a true and complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). Sellers have delivered to Buyer a true and complete copy of each such Lease documentvalid, binding, enforceable and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth in ss.4(k)(ii) of the Disclosure Schedule, full force and effect with respect to each of the Leases: (A) such Lease Seller and, to Seller's knowledge, is legal, valid, binding, enforceable and in full force and effecteffect with respect to each other party thereto, and will continue to be so following the Closing in accordance with the terms thereof as in effect prior to the Closing, in each case except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought; (Bii) the transaction contemplated by this Agreement does not require the consent of any Seller and, to Seller's knowledge, no other party to such any Lease (except for those Leases for which Lease Consents (as hereinafter defined) are obtained)is in breach or default thereunder and no event has occurred which, will not result in with notice or lapse of time, would constitute a breach of or default under such Leaseor permit termination, and will not otherwise cause such Lease to cease to be legalmodification, valid, binding, enforceable and in full force and effect on identical terms following the Closingor acceleration thereunder; (Ciii) Target's possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and, to the Knowledge of Sellers and the directors and officers of Target, there are no disputes with respect disputes, oral agreements or forbearance programs in effect as to such Lease; (Div) Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or imposed or granted any Encumbrance on any interest in the Leasehold Estate; (v) Seller enjoys peaceful and undisturbed possession of all the property subject to the Knowledge of Sellers and the directors and officers of Target, neither Target, or any other party to the Lease is in breach or default under such Lease, and, subject to the Knowledge rights of Sellers and the directors and officers of Target, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (E) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (F) Target does not owe, or will owe in the future, any brokerage commissions or finder's fees with respect to such Lease; (G) the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in Target; (H) Target has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereoffee owners; and (Ivi) Target has not collaterally assigned No violation of any law, regulation or granted any other Lien in such Lease ordinance, including without limitation, laws, regulations or ordinances relating to zoning, environmental, city planning or similar matters) relating to Seller's business or any interest therein. (ii) The Leased Real Property identified in ss.4(k)(ii) of the Disclosure Schedule (collectively, the "Real Property") comprise all of the real property used Asset currently exists or intended has existed at any time except for violations which have not had and would not reasonably be expected to be used in the business of Target; and Target is not a party to any agreement or option to purchase any real property or interest therein. (iii) All buildings, structures, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the "Improvements") are in good condition and repair and sufficient for the operation of the business of Target. There are no facts or conditions affecting any of the Improvements which wouldhave, individually or in the aggregate, interfere in a Material Adverse Effect on Seller's business or the Assets. There are no developments affecting any material respect with the use or occupancy of the Improvements Assets pending or, to the knowledge of Seller threatened, which might materially detract from the value of such Assets, materially interfere with any present or intended use of any portion thereof in such Assets or have a Material Adverse Effect on the operation marketability of the business of Target as currently conducted thereonAssets. (b) The Leasehold Improvements and all Fixtures and Equipment and other tangible assets owned, leased or used by Seller are (i) insured to the extent and in a manner customary in Seller's industry, (ii) structurally sound with no material defects known to Seller, (iii) in good operating condition and repair, subject to ordinary wear and tear, (iv) Target has not received written notice in need of any condemnationmaintenance, expropriation repair or other proceeding correction except for routine maintenance and repair in eminent domain affecting any parcel the ordinary course, the cost of Leased Real Property or any portion thereof or interest therein. [To the Knowledge of Sellers which would not be material, and the directors and officers of Target there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or threatened, relating to the ownership, lease, use or occupancy of the Leased Real Property or any portion thereof, or the operation of the business of Target as currently conducted thereon.] (v) To the Knowledge of Sellers in conformity in all material respects with all applicable Regulations and the directors and officers of Target, the current use and occupancy of the Leased Real Property and the operation of the business of Target as currently conducted thereon does not violate in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Leased Real PropertyCourt Orders. (vi) None of the Leased Real Property or any portion thereof is located in a flood hazard area (as defined by the State of Arizona, City of Tucson or Federal Emergency Management Agency).

Leased Property. (ia) ss.4(k)(iiSeller does not own any real property related to the Business. (b) of the Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). Sellers have delivered to Buyer a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth in ss.4(k)(iion Disclosure Schedule 3.17(b): (i) of the Disclosure Schedule, with respect to each of the Leases: (A) such Lease is legal, valid, binding, enforceable and in full force and effect; (B) the transaction contemplated by this Agreement does not require the consent of any other party to such Lease (except for those Leases for which Lease Consents (as hereinafter defined) are obtained), will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following and is the Closing; only real estate lease used in or relating to the Business; (Cii) Target's possession Seller has performed all material obligations required to be performed by it to date under the Lease, and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed andneither Seller nor, to the Knowledge of Sellers and the directors and officers of TargetSeller’s knowledge, there are no disputes with respect to such Lease; (D) to the Knowledge of Sellers and the directors and officers of Target, neither Target, or any other party to thereto is in material default under the Lease is in breach or default under such Lease, and, to the Knowledge of Sellers (and the directors and officers of Target, no event has occurred or circumstance exists which, with the delivery of notice, the passage due notice or lapse of time or both, would constitute such a breach lapse or default); (iii) no amount due under the Lease remains unpaid other than rental amounts for the current open monthly period, and no material controversy, claim, dispute, or permit disagreement exists between the termination, modification or acceleration parties to the Lease. Seller has made available to Purchaser a copy of rent under such the Lease; (E) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (F) Target does not owe, or will owe in the future, any brokerage commissions or finder's fees with respect to such Lease; (G) the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in Target; (H) Target has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (I) Target has not collaterally assigned or granted any other Lien in such Lease or any interest thereinamendments thereto. (iic) The To Seller’s knowledge, all improvements on the Leased Real Property identified and the operations therein conducted conform in ss.4(k)(ii) of the Disclosure Schedule (collectivelyall material respects to all applicable Legal Requirements, the "Real Property") comprise including, without limitation, health, fire, environmental, safety, zoning and building laws, ordinances, and administrative regulations, except for nonconformance or other violations which would not have a Material Adverse Effect. To Seller’s knowledge, all of the real property used or intended to be used in the business of Target; and Target is not a party to any agreement or option to purchase any real property or interest therein. (iii) All buildings, structures, fixturesimprovements and fixtures owned, building systems and equipmentleased, and all components thereof, included or used by Seller in the Real Property (conduct of the "Improvements") Business are in good operating condition and repair repair, reasonable wear and sufficient tear excepted. (d) All public utilities required for the operation of the business of Target. There are no facts or conditions affecting any Leased Property and necessary for the conduct of the Improvements which wouldBusiness as presently conducted are installed and operating, individually or and all installation and connection charges, to Seller’s knowledge, are paid in the aggregate, interfere full in any material respect accordance with the use terms of such public utility accounts. (e) Except as set forth in Disclosure Schedule 3.17(e), the Lease and the Leased Premises are not subject to any other lease, sublease, license or occupancy other agreement granting to any Person other than Seller any right to the use, occupancy, or enjoyment of the Improvements Leased Premises or any portion thereof in relating to the operation of the business of Target as currently conducted thereonBusiness. (iv) Target has not received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting any parcel of Leased Real Property or any portion thereof or interest therein. [To the Knowledge of Sellers and the directors and officers of Target there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or threatened, relating to the ownership, lease, use or occupancy of the Leased Real Property or any portion thereof, or the operation of the business of Target as currently conducted thereon.] (vf) To the Knowledge of Sellers and the directors and officers of TargetSeller’s knowledge, the current use plumbing, electrical, heating, air conditioning, elevator, ventilating, and occupancy of all other mechanical or structural systems for which Seller is responsible under the Leased Real Property Lease in the buildings or improvements are in good working order and the operation of the business of Target as currently conducted thereon does not violate in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Leased Real Propertysubject to ordinary wear and tear. (vi) None of the Leased Real Property or any portion thereof is located in a flood hazard area (as defined by the State of Arizona, City of Tucson or Federal Emergency Management Agency).

Leased Property. Schedule 3.16(b) identifies all real property leased or subleased to BUSA and the BUSA Subsidiaries (i) ss.4(k)(ii) of the Disclosure Schedule sets forth the address of each parcel of "Leased Real Property") and not owned by BUSA or the BUSA Subsidiaries. Prior to the date hereof, and a true BUSA has made available to IP true, correct and complete list copies of all Leases for each such the leases and subleases listed on Schedule 3.16(b) as currently in effect (collectively, the "Leases"). With respect to the Leased Real Property (including the date and name of the parties to such Lease document). Sellers have delivered to Buyer a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth in ss.4(k)(ii) of the Disclosure Schedule, with respect to each of the Leases:, and unless otherwise noted on Schedule 3.16(b): (Ai) such Lease is legal, valid, binding, enforceable against BUSA, and in full force and effect; (Bii) the transaction contemplated by this Agreement does not require the consent of any other party to such Lease (except is fully assignable to IP without the need for those Leases for which Lease Consents (as hereinafter defined) are obtained), will not result in a breach of any consents or default under such Lease, authorizations and will not otherwise cause such Lease to cease continue to be legal, valid, binding, enforceable against BUSA, and in full force and effect on identical terms following the Closingconsummation of the Transactions; (Ciii) Target's possession and quiet enjoyment none of BUSA or the Leased Real Property under such Lease has not been disturbed andrespective BUSA Subsidiary or, to the Knowledge of Sellers BUSA, the other party to such Lease is in material breach or default, and the directors and officers no event has occurred which, with notice or lapse of Targettime, there are no disputes with respect to would constitute a material breach or default by BUSA or any BUSA Subsidiary or permit termination, modification, or acceleration of such Lease; (Div) no party to the Knowledge such Lease has repudiated in writing any provision thereof; (v) there are no disputes of Sellers and the directors and officers of Target, neither Target, which BUSA or any other party to the Lease is in breach or default under such LeaseBUSA Subsidiary has received written notice, and, to the Knowledge of Sellers and the directors and officers of TargetBUSA, there are no event has occurred oral agreements or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (E) no security deposit or portion thereof deposited with respect to such Lease has been applied forbearance programs in respect of a breach or default under such Lease which has not been redeposited in full; (F) Target does not owe, or will owe in the future, any brokerage commissions or finder's fees with respect effect as to such Lease; (Gvi) in the other party case of each Lease which is a sublease, the representations and warranties set forth in clauses 3.16(b) (i) through (v) are true and correct with respect to such Lease is not an affiliate of, and otherwise does not have any economic interest in Targetthe underlying lease; (Hvii) Target neither BUSA nor any BUSA Subsidiary has not subleasedassigned, licensed transferred, conveyed, mortgaged, deeded in trust, or otherwise granted encumbered any Person interest in the right leasehold or subleasehold created pursuant to use or occupy such Leased Real Property or any portion thereofLease; and (Iviii) Target none of the Leases has not collaterally assigned or granted been modified in any other Lien respect, except to the extent that such modifications are in such Lease or any interest therein.writing and have been made available to IP prior to the date hereof; (iiix) The all buildings, improvements and other structures located upon the Leased Real Property identified have received all material approvals of Governmental Entities, including licenses and permits, required in ss.4(k)(ii) of the Disclosure Schedule (collectively, the "Real Property") comprise all of the real property used or intended to be used in the business of Target; and Target is not a party to any agreement or option to purchase any real property or interest therein. (iii) All buildings, structures, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the "Improvements") are in good condition and repair and sufficient for connection with the operation of the business of Target. There are no facts or Business thereon and have been operated and maintained in all material respects in accordance with applicable Legal Requirements and the terms and conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business of Target as currently conducted thereon.Leases; and (ivx) Target has not received written notice of any condemnationall material buildings, expropriation or structures and other proceeding in eminent domain affecting any parcel of Leased Real Property or any portion thereof or interest therein. [To the Knowledge of Sellers and the directors and officers of Target there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or threatened, relating to the ownership, lease, use or occupancy of improvements located upon the Leased Real Property or any portion Property, including all material components thereof, or the operation of the business of Target as currently conducted thereon.] are in good operating condition (v) To the Knowledge of Sellers subject to normal wear and the directors and officers of Target, the current use and occupancy of the Leased Real Property and the operation of the business of Target as currently conducted thereon does not violate in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Leased Real Property. (vi) None of the Leased Real Property or any portion thereof is located in a flood hazard area (as defined by the State of Arizona, City of Tucson or Federal Emergency Management Agencytear).

Leased Property. SCHEDULE 2.17 lists and describes briefly all real property leased or subleased to the Company (i) ss.4(k)(ii) of the Disclosure Schedule sets forth the address of each parcel of "Leased Real Property, and a true and complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document"). Sellers have delivered to Buyer a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth in ss.4(k)(ii) of the Disclosure ScheduleSCHEDULE 2.17, with respect to each of the Leaseslease and sublease listed in SCHEDULE 2.17: (A) no party to such Lease lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (B) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (C) the Leased Property has received all approvals of Governmental Authorities (including licenses and permits) required from the Company in connection with the operation thereof and has been operated and maintained by the Company in accordance with applicable laws, rules, and regulations; (D) utilities and other services necessary for the operation of the Leased Property as presently operated are available at the Leased Property; (E) as of the Closing Date there will be no past due amounts under any lease or sublease; (F) assuming the due authorization and execution by the lessors thereunder, the lease or sublease is legal, valid, binding, enforceable and in full force and effect, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws affecting creditors' rights and to general equitable principles; (BG) subject to Buyer's compliance with all the transaction contemplated by this Agreement does not require terms and conditions of the consent of any other party to such Lease (except for those Leases for which Lease Consents (as hereinafter defined) are obtained)lease or sublease, the lease or sublease will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease continue to be legal, valid, binding, enforceable enforceable, and in full force and effect on identical terms following the Closingconsummation of the transactions contemplated hereby; (CH) Target's possession and quiet enjoyment the Company has not repudiated any provision of the Leased Real Property under such Lease lease or sublease, and has not been disturbed and, to the Knowledge of Sellers and the directors and officers of Target, there are no disputes with respect to such Lease; (D) to the Knowledge of Sellers and the directors and officers of Target, neither Targetreceived written notice, or otherwise have knowledge, that any other party to the Lease is in breach lease or default under such Lease, and, to the Knowledge of Sellers and the directors and officers of Target, no event sublease has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Leaserepudiated any provision thereof; (EI) there are no security deposit disputes, oral agreements, or portion thereof deposited with respect forbearance programs in effect as to such Lease has been applied in respect of a breach the lease or default under such Lease which has not been redeposited in fullsublease; (FJ) Target does not oweto the best of the Company's knowledge, or will owe in the future, any brokerage commissions or finder's fees with respect owner of the Leased Property has good and indefeasible title to such Lease; (G) the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in Target; (H) Target has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereofparcel of real property; and (IK) Target has not collaterally assigned or granted any other Lien in such Lease or any interest therein. (ii) The Leased Real Property identified in ss.4(k)(ii) to the best of the Disclosure Schedule (collectivelyCompany's knowledge, with respect to any sublease, the "Real Property"representations and warranties set forth in subsections (A) comprise all of the real property used or intended to be used in the business of Target; through (J) above are true and Target is not a party to any agreement or option to purchase any real property or interest therein. (iii) All buildings, structures, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the "Improvements") are in good condition and repair and sufficient for the operation of the business of Target. There are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material correct with respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business of Target as currently conducted thereon. (iv) Target has not received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting any parcel of Leased Real Property or any portion thereof or interest therein. [To the Knowledge of Sellers and the directors and officers of Target there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or threatened, relating to the ownership, underlying lease, use or occupancy of the Leased Real Property or any portion thereof, or the operation of the business of Target as currently conducted thereon.] (v) To the Knowledge of Sellers and the directors and officers of Target, the current use and occupancy of the Leased Real Property and the operation of the business of Target as currently conducted thereon does not violate in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Leased Real Property. (vi) None of the Leased Real Property or any portion thereof is located in a flood hazard area (as defined by the State of Arizona, City of Tucson or Federal Emergency Management Agency).

Leased Property. (ia) ss.4(k)(ii) SCHEDULE 3.11 hereto identifies all leasehold interests in real property including land and improvements held by the Company which is used or useful in the conduct of the Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a true and complete list of all Leases for each such Leased Real Property (including the date and name Business of the parties to such Lease documentCompany (the "LEASED PROPERTY"). Sellers have delivered to Buyer a true and complete copy The Company does not own of each such Lease document, and in the case of record or beneficially any oral Lease, a written summary of the material terms of such Leasereal property. Except as set forth in ss.4(k)(ii) SCHEDULE 3.11, none of the Disclosure Scheduleleasehold interests are subject to any Liens (other than Liens for current property taxes and assessments or mechanics liens, in each case with respect to each of the Leases:amounts not in default). (Ab) such Lease is legal, valid, binding, enforceable and in full force and effect; (B) the transaction contemplated by this Agreement does not require the consent of any other party to such Lease (except for those Leases for which Lease Consents (Except as hereinafter defined) are obtained), will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect set forth on identical terms following the Closing; (C) Target's possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and, to the Knowledge of Sellers and the directors and officers of TargetSCHEDULE 3.11 hereto, there are no disputes with respect outstanding contracts made by the Company for any improvements to such Lease;the Leased Property which have not been fully paid for. At the Closing, the Company shall cause to be discharged all mechanics' or materialmen's liens arising from any labor or materials furnished to the Leased Property on behalf of the Company prior to the time of Closing. (Dc) to The use and operation of the Knowledge of Sellers and the directors and officers of Target, neither Target, or any other party to the Lease Leased Property is in breach or default under such Leasefull compliance with all applicable statutes, andrules, to regulations, ordinances, orders, writs, injunctions, judgments, decrees, awards and restrictions of every Regulatory Authority having jurisdiction over any of the Knowledge of Sellers and the directors and officers of Target, no event has occurred or circumstance exists which, with the delivery of noticeLeased Property, the passage of time Company or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (E) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (F) Target does not owe, or will owe in the future, any brokerage commissions or finder's fees with respect to such Lease; (G) the other party to such Lease is not an affiliate ofits Business, and otherwise does every instrumentality or agency thereof (including, without limitation, applicable statutes, rules, regulations, orders and restrictions relating to zoning, land use, safety, health, environment, hazardous substances, pollution controls, employment and employment practices and access by the handicapped) (collectively, "LAWS"), and with all covenants, conditions, restrictions, easements, disposition agreements and similar matters affecting the Leased Property, except where such non-compliance would not have any economic interest in Target; (H) Target has not subleaseda Material Adverse Effect. Effective as of the Closing Date, licensed or otherwise granted any Person the Company shall have the right to continue the use or occupy such Leased Real Property or any portion thereof; and (I) Target has not collaterally assigned or granted any other Lien in such Lease or any interest therein. (ii) The Leased Real Property identified in ss.4(k)(ii) of the Disclosure Schedule (collectively, the "Real Property") comprise all of the real property used or intended to be used in the business of Target; and Target is not a party to any agreement or option to purchase any real property or interest therein. (iii) All buildings, structures, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the "Improvements") are in good condition and repair and sufficient for the operation of the business of Target. There are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof Leased Property for its current uses in the operation of the business of Target as currently conducted thereon. (iv) Target Company's Business. The Company has not received written any notice of any condemnation, expropriation violation of or other proceeding in eminent domain affecting investigation regarding any parcel of Leased Real Property or any portion thereof or interest therein. [To the Knowledge of Sellers and the directors and officers of Target there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or threatened, Laws relating to the ownership, lease, use or occupancy and operation of the Leased Real Property Properties, which violation or any portion thereof, or the operation of the business of Target as currently conducted thereoninvestigation would have a Material Adverse Effect.] (v) To the Knowledge of Sellers and the directors and officers of Target, the current use and occupancy of the Leased Real Property and the operation of the business of Target as currently conducted thereon does not violate in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Leased Real Property. (vi) None of the Leased Real Property or any portion thereof is located in a flood hazard area (as defined by the State of Arizona, City of Tucson or Federal Emergency Management Agency).

Leased Property. (i) ss.4(k)(iiSection 2.10(b) of the Disclosure Schedule sets forth lists all real property leased or subleased to the address of each parcel of Leased Real Property, and a true Acquired Company. Parent has made available to Buyer correct and complete list copies of all Leases for each such Leased Real Property the leases, subleases and other occupancy agreements (including all amendments, extensions and modifications thereto) listed therein (the date and name of the parties to such Lease document“Leases”). Sellers have delivered to Buyer a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth in ss.4(k)(ii) of the Disclosure Schedule, with With respect to each of the Leasessuch Lease: (Ai) such the Lease is legal, a valid, bindingbinding and enforceable obligation of the Acquired Company and, enforceable and in full force and effect; (B) the transaction contemplated by this Agreement does not require the consent of any to Parent’s knowledge, each other party to such Lease (except for those Leases for which Lease Consents (as hereinafter defined) are obtained), will not result in a breach of or default under such Lease, except as enforceability may be limited by the Bankruptcy and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the ClosingEquity Exception; (Cii) Target's possession and quiet enjoyment none of the Leased Real Property under such Lease has not been disturbed andAcquired Company or, to the Knowledge of Sellers and the directors and officers of TargetParent’s knowledge, there are no disputes with respect to such Lease; (D) to the Knowledge of Sellers and the directors and officers of Target, neither Target, or any other party to the Lease is in material breach or default under such Lease, and, to the Knowledge of Sellers and the directors and officers of TargetParent’s knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage notice or lapse of time or both, would constitute such a material breach or default, default or permit the termination, material modification or material acceleration of rent under such Leasethereunder; (E) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (F) Target does not owe, or will owe in the future, any brokerage commissions or finder's fees with respect to such Lease; (Giii) the other party to such each Lease is not an affiliate Affiliate of, and otherwise does not have any material economic interest in Targetnot contemplated by the Lease in, the Acquired Company; (Hiv) Target has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (I) Target has not collaterally assigned or granted any other Lien in such Lease or any interest therein. (ii) The Leased Real Property identified in ss.4(k)(ii) of the Disclosure Schedule (collectively, the "Real Property") comprise all of the real property used or intended to be used in the business of Target; and Target is not a party to any agreement or option to purchase any real property or interest therein. (iii) All buildings, structures, fixtures, building systems improvements and equipment, and all components thereof, included in fixtures located on the Real Property (the "Improvements") leased real property are in good condition operating condition, subject to ordinary wear and repair tear, and sufficient are suitable for the operation of the business of Target. There are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business of Target Business as currently presently conducted thereon. (iv) Target has , except as would not received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting any parcel of Leased Real Property or any portion thereof or interest therein. [To the Knowledge of Sellers and the directors and officers of Target there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or threatened, relating reasonably be expected to be material to the ownershipBusiness, lease, use or occupancy of the Leased Real Property or any portion thereof, or the operation of the business of Target taken as currently conducted thereon.]a whole; and (v) To the Knowledge Acquired Company has not assigned (including, without limitation, collaterally assigned), transferred, conveyed, mortgaged, deeded in trust or encumbered any interest (including by means of Sellers and granting a Security Interest) in the directors and officers of Target, leasehold or subleasehold to the current use and occupancy of the Leased Real Property and the operation of the business of Target as currently conducted thereon does not violate in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Leased Real PropertyLease. (vi) None of the Leased Real Property or any portion thereof is located in a flood hazard area (as defined by the State of Arizona, City of Tucson or Federal Emergency Management Agency).

Leased Property. Schedule 5.12(b) contains a complete and correct list of all leases of real property leased or subleased to Sellers or C▇▇▇▇ ▇▇ and Related to the Business or Cogen JV’s business (i) ss.4(k)(ii) of collectively, the Disclosure Schedule sets forth the address of each parcel of “Leased Real Property”). Prior to the date hereof, and a true Sellers have made available to Purchaser true, correct and complete list copies of all Leases for each such leases and subleases relating to the Leased Real Property (including “Real Property Leases”) as currently in effect. With respect to the date and name of the parties to such Lease document). Sellers have delivered to Buyer a true and complete copy of each such Lease document, and real property described in the case of any oral Lease, a written summary of the material terms of such Lease. Except as set forth in ss.4(k)(ii) of the Disclosure Schedule, with respect to Real Property Leases and each of the Real Property Leases:, and unless otherwise noted on Schedule 5.12(b): (Ai) such Real Property Lease is legal, valid, binding, enforceable against such Seller, except as may be limited by applicable bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally or by general principles of equity, and in full force and effect, subject to Permitted Real Estate Exceptions; (Bii) such Real Property Lease is fully assignable to Purchaser without the transaction contemplated by this Agreement does not require the consent of need for any other party to such Lease (except for those Leases for which Lease Consents (as hereinafter defined) are obtained), will not result in a breach of consents or default under such Lease, authorizations and will not otherwise cause such Lease to cease continue to be legal, valid, binding, enforceable against the landlord, and in full force and effect on identical terms following the Closingconsummation of the transaction contemplated hereby subject to Permitted Real Estate Exceptions; (Ciii) Target's possession no Seller, and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and, to the Knowledge of Sellers and the directors and officers of TargetSellers, there are no disputes with respect other party to such Real Property Lease is in material breach or default, and no event has occurred which, with notice or lapse of time, would constitute a material breach or default by any Seller or such other party or permit termination, modification, or acceleration of such Real Property Lease; (Div) to the Knowledge of Sellers and the directors and officers of TargetSellers, neither Target, or any other no party to the such Real Property Lease is has repudiated in breach or default under such Leasewriting any provision thereof; (v) there are no disputes of which any Seller has received written notice, and, to the Knowledge of Sellers and the directors and officers of TargetSellers, there are no event has occurred oral or circumstance exists which, with the delivery of notice, the passage of time written agreements or both, would constitute forbearance programs in effect as to such a breach or default, or permit the termination, modification or acceleration of rent under such Real Property Lease; (Evi) no security deposit Seller has assigned, transferred, conveyed, mortgaged, deeded in trust, or portion thereof deposited with respect encumbered any interest in the leasehold or subleasehold created pursuant to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (F) Target does not owe, or will owe in the future, any brokerage commissions or finder's fees with respect to such Lease; (G) the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in Target; (H) Target has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereofLease; and (Ivii) Target has not collaterally assigned or granted any other Lien in such Lease or any interest therein. (ii) The Leased Real Property identified in ss.4(k)(ii) none of the Disclosure Schedule (collectively, the "Real Property") comprise all of the real property used or intended to be used in the business of Target; and Target is not a party to any agreement or option to purchase any real property or interest therein. (iii) All buildings, structures, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the "Improvements") are in good condition and repair and sufficient for the operation of the business of Target. There are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere Leases has been modified in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business of Target as currently conducted thereon. (iv) Target has not received written notice of any condemnationrespect, expropriation or other proceeding in eminent domain affecting any parcel of Leased Real Property or any portion thereof or interest therein. [To the Knowledge of Sellers and the directors and officers of Target there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or threatened, relating except to the ownership, lease, use or occupancy of extent that such modifications are in writing and have been made available to Purchaser prior to the Leased Real Property or any portion thereof, or the operation of the business of Target as currently conducted thereondate hereof.] (v) To the Knowledge of Sellers and the directors and officers of Target, the current use and occupancy of the Leased Real Property and the operation of the business of Target as currently conducted thereon does not violate in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Leased Real Property. (vi) None of the Leased Real Property or any portion thereof is located in a flood hazard area (as defined by the State of Arizona, City of Tucson or Federal Emergency Management Agency).

Leased Property. (i) ss.4(k)(ii) The Sellers have previously delivered to Buyer true and complete copies of the Disclosure leases of the Company with respect to both leased real property and leased personal property (respectively, the "Real Property Leases" and the "Personal Property Leases" and, collectively, the "Leases" and such property, the "Leased Property"). Schedule 2.16 sets forth a list of the address Leases and separately designates which Leases contain change in control provisions or otherwise require the consent, waiver or approval of each parcel the other parties thereto with respect to the consummation of the transactions contemplated by this Agreement. The Leases are the valid and legally binding obligations of the Company and the lessors thereunder, enforceable in accordance with their respective terms, and are in full force and effect. None of the real property leased under the Real Property Leases (the "Leased Real Property") is affected by, and a true and complete list of all Leases for each such Leased Real Property (including subject to or, to the date and name knowledge of the parties to such Lease document). Sellers have delivered to Buyer a true and complete copy of each such Lease documentPrincipal Shareholders, and in the case of threatened by any oral Lease, a written summary of the material terms of such Leasecondemnation or eminent domain proceedings or any assessments for public improvements. Except as set forth on Schedule 2.16 (which omits any default or invalid leasehold interest which will not have a material adverse effect on the Company), (a) the Company has valid leasehold interests in ss.4(k)(ii) all of the Disclosure Schedule, with respect leased real and personal property subject to each the Leases; and (b) neither the Company nor the Principal Shareholders have received any notice of default or breach under any of the Leases: , (Ac) such Lease is legal, valid, binding, enforceable and none of the Leases are in full force and effect; (B) the transaction contemplated by this Agreement does not require the consent of any other party to such Lease (except for those Leases for which Lease Consents (as hereinafter defined) are obtained), will not result in a breach of or default under such Leasedefault, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (Cd) Target's possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and, to the Knowledge of Sellers and the directors and officers of Target, there are no disputes with respect to such Lease; (D) to the Knowledge of Sellers and the directors and officers of Target, neither Target, or any other party to the Lease is in breach or default under such Lease, and, to the Knowledge of Sellers and the directors and officers of Target, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or the giving of notice or both, would constitute such a breach or defaultdefault thereunder. The Company has, or permit will have on or before the terminationClosing Date, modification or acceleration of rent under such Lease; (E) no security deposit or portion thereof deposited delivered all notices to, and obtained all consents, waivers and approvals from, all parties that are required in connection with the transactions contemplated by this Agreement including, without limitation, estoppel letters from the landlords with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (F) Target does not owe, or will owe in the future, any brokerage commissions or finder's fees with respect to such Lease; (G) the other party to such Lease is not an affiliate of, and otherwise does not have any economic interest in Target; (H) Target has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (I) Target has not collaterally assigned or granted any other Lien in such Lease or any interest therein. (ii) The Leased Real Property identified in ss.4(k)(ii) of the Disclosure Schedule (collectively, the "Real Property") comprise all of the real property used or intended to be used in the business of Target; and Target is not a party to any agreement or option to purchase any real property or interest therein. (iii) All buildings, structures, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the "Improvements") are Leases, in good condition form and repair and sufficient for the operation of the business of Target. There are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business of Target as currently conducted thereon. (iv) Target has not received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting any parcel of Leased Real Property or any portion thereof or interest therein. [To the Knowledge of Sellers and the directors and officers of Target there is no injunction, decree, order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar proceedings, pending or threatened, relating substance satisfactory to the ownership, lease, use or occupancy Buyer. The Company enjoys peaceful and undisturbed possession of the Leased Real Property or any portion thereof, or the operation of the business of Target as currently conducted thereon.] (v) To the Knowledge of Sellers and the directors and officers of Target, the current use and occupancy of the Leased Real Property and the operation of the business of Target as currently conducted thereon does not violate in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Leased Real Property. (vi) . None of the Leased Real Property is affected or threatened by or subject to any condemnation or eminent domain proceeding or any portion thereof is located in assessments for public improvements, which would have a flood hazard area (as defined by material adverse effect on the State Business or operations of Arizona, City of Tucson or Federal Emergency Management Agency)the Company.