Common use of Leased Real Properties Clause in Contracts

Leased Real Properties. Schedule 2.17(b) sets forth a list of the address of each real property (“Leased Real Property”) to which any Target Company is a party, whether as lessee or lessor, as of the date hereof for which annual Lease payments exceed $500,000 (each, a “Lease” and, collectively, the “Leases”), which such list includes a description of all amendments, extensions, renewals, guarantees and other agreements with respect thereto, and including the date and name of the parties to such Leases. Except as set forth on Schedule 2.17(b), with respect to each of the Leases: (i) such Lease is valid and binding on the applicable Target Company and is in full force and effect; (ii) except as may be permitted under such Lease, the Target Companies’ possession and quiet enjoyment of the Leased Real Property has not been materially disturbed, and to the Knowledge of the Company, there are no material disputes with respect to such Lease; (iii) none of the Target Companies nor, to the Knowledge of the Company, any other party to such Lease, is in breach or default under such Lease, no event has occurred or circumstance exists which, with due notice or the passage of time or both, would constitute such a material breach or default by any Target Company or, to the Knowledge of the Company, any other party to such Lease, or permit the termination, modification or acceleration of rent by the landlord or lessor under any such Lease and no party to any such Lease has given any of the Target Companies written notice of or made a claim with respect to any material breach or default, the consequences of which, individually or in the aggregate, would result in any landlord or lessor under such Lease having the right to terminate such Lease; (iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect to a breach or default under such Lease which has not been redeposited in full; (v) no Target Company owes, or will owe in the future, any brokerage commission or finder’s fees with respect to such Lease; (vi) the Target Companies have not subleased, licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (vii) the Target Companies have not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (viii) there are no material Liens on the estate or interest created by such Lease, other than Permitted Liens.

Leased Real Properties. Schedule 2.17(b(a) sets forth a list of the address of each Seller does not own and has never owned any real property that relates to or is used in connection with the Business or the Acquired Assets. (“Leased Real Property”b) Schedule 4.16(b) attached hereto lists all leases, subleases, occupancy agreements or similar agreements under which Seller occupies (or has the right to which occupy) pursuant to a lease, license or similar arrangement any Target Company is a party, whether as lessee or lessor, as of real property interest used in connection with the date hereof for which annual Lease payments exceed $500,000 Business (each, a “Lease” and, collectively, the “Leases”), which such list includes a description of all amendments, extensions, renewals, guarantees and other agreements with respect thereto, and including the date and name applicable Seller is entitled to possession of the parties real property subject to such Lease as lessee in accordance with the terms of the respective Leases. Except as set forth shown on Schedule 2.17(b4.16(b), the Leases have not been amended, modified or supplemented. Seller has made available to Buyer a true, correct and complete copy of each Lease as amended, modified or supplemented. Each Lease is an existing legal, valid and binding obligation of Seller and, to Seller’s Knowledge, each other party thereto, subject to bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and similar laws relating to the rights and remedies of creditors, as well as to general principles of equity; and there does not exist with respect to Seller’s obligations thereunder, or, to Seller’s Knowledge, with respect to each the obligations of the Leases: (i) such Lease is valid and binding on the applicable Target Company and is in full force and effect; (ii) except as may be permitted under such Lease, the Target Companies’ possession and quiet enjoyment of the Leased Real Property has not been materially disturbed, and to the Knowledge of the Company, there are no material disputes with respect to such Lease; (iii) none of the Target Companies nor, to the Knowledge of the Companylessor thereof, any other party to such Leasematerial default, is in breach or default under such Leaseevent or condition which constitutes or, no event has occurred or circumstance exists which, with due after notice or the passage of time or both, would constitute such a material breach default, on the part of Seller lessee or default by any Target Company or, to the Knowledge of the Company, any other party to such Lease, or permit the termination, modification or acceleration of rent by the landlord or lessor under any such Lease Lease. There are no tenants or other parties claiming by, through or under Seller that have a possessory right in and no party to any space in respect of any real property subject to any such Lease has given Lease. As used in this Section 4.16(b), the term “lessor” includes any sub‑lessor of the Target Companies written notice of property to Seller. There are no subleases relating to any real property subject to a Lease created or made a claim with suffered to exist by Seller, or to Seller’s Knowledge, created or suffered to exist by any other Person. (c) With respect to any material breach or defaultthe real property subject to each Lease, the consequences of which, individually or in the aggregate, would result in any landlord or lessor under such Lease having the right to terminate such Lease; (iv) no security deposit or portion thereof deposited with respect to such Lease Seller has been applied in respect to a breach or default under such Lease which has not been redeposited in full; (v) no Target Company owes, or will owe in the future, any brokerage commission or finder’s fees with respect to such Lease; (vi) the Target Companies have not subleased, licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (vii) the Target Companies have not collaterally assigned or granted any other security good and valid leasehold interest in such Lease or any interest therein; real property on and (viii) there are no material Liens on subject to the estate or interest created by such terms of its applicable Lease, other than Permitted Liensit being understood that Seller makes no representations or warranties about matters affecting the respective landlords’ fee title to such real property subject to the applicable Lease.