Common use of Leased Real Property Clause in Contracts

Leased Real Property. Section 4.13(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease,” and together with the Owned Real Property, the “Real Property”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not be material to the business of the Company Group, taken as a whole, (i) there are no disputes with respect to such Lease on the part of the Company Group or, to the Knowledge of the Company, the counterparty thereto; (ii) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens). Neither the Company Group, nor to the Knowledge of the Company, any other party to the Lease is in breach or violation of or default pursuant to any Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company Group, taken as a whole. The Real Property constitutes all of the material real property used in connection with the business of the Company.

Leased Real Property. Section 4.13(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease,” and together with the Owned Real Property, the “Real Property”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Parent Lease and except as would not be material to the business of the Company Parent Group, taken as a whole, (i) there are no disputes with respect to such Parent Lease on the part of the Company Parent Group or, to the Knowledge of the CompanyParent, the counterparty thereto; (ii) the Company Parent or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Parent Lease or any interest therein; and (iii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Parent Lease. The Company Parent or one of its Subsidiaries has valid leasehold estates in the Parent Leased Real Property, free and clear of all Liens (other than Permitted Liens). Neither the Company Parent Group, nor to the Knowledge of the CompanyParent, any other party to the Parent Lease is in breach or violation of or default pursuant to any Parent Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company Parent Group, taken as a whole. The Parent Real Property constitutes all of the material real property used in connection with the business of Parent. For purposes hereof, (A) “Parent Leases” means, collectively, all material leases, subleases, licenses or other agreements pursuant to which the CompanyParent Group uses or occupies, or has the right to use or occupy, now or in the future, any real property; (B) “Parent Leased Real Property” means any such real property described in the immediately preceding clause (A); and (C) “Parent Real Property” means the Parent Owned Real Property and the Parent Leased Real Property, taken together.

Leased Real Property. Section 4.13(b3.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, list of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property (such property, the “Leased Real Property,” and each such lease, sublease, license or other similar agreement, a “Lease,” and together with the Owned Real Property, the “Real Property”). The Company has made available to Parent true, correct and complete copies copies, in all material respects, of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not reasonably be material expected to materially and adversely affect the business current use by the Company or its Subsidiaries of the Company GroupLeased Real Property, taken as a wholeindividually or in the aggregate, (i) to the Knowledge of the Company, there are no disputes with respect to such Lease on the part of the Company Group or, to the Knowledge of the Company, the counterparty theretoLease; (ii) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid good and marketable leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens). Each Lease for the Leased Real Property is valid and binding on the Company or its Subsidiaries, as applicable (and to the Knowledge of the Company, each other party thereto), and in full force and effect and enforceable in accordance with its terms, subject to the Enforceability Limitations. Neither the Company Group, nor to the Knowledge of the Company, any other party to the any Lease (in each case, with or without notice or lapse of time, or both) is in material breach or violation of or default pursuant to any Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company Group, taken as a whole. The Real Property constitutes all of the material real property used in connection with the business of the CompanyLease.

Leased Real Property. Section 4.13(b3.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereofof this Agreement, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company Group or any of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, any real property in excess of 25,000 square feet (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease,” and together with the Owned Real Property, the “Real Property”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not be material to have a Company Material Adverse Effect or materially and adversely affect the business current use by the Company or its Subsidiaries of the Company Group, taken as a wholeLeased Real Property, (i) to the Knowledge of the Company, there are no disputes with respect to such Lease on the part of the Company Group or, to the Knowledge of the Company, the counterparty theretoLease; (ii) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens liens (other than Permitted Liens). Neither the Company Group, nor to To the Knowledge of the Company, neither the Company nor any other party to the Lease of its Subsidiaries is in material breach or violation of or default pursuant to any Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company Group, taken as a whole. The Real Property constitutes all of the material real property used in connection with the business of the CompanyLease.

Leased Real Property. Section 4.13(b3.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property in excess of 10,000 square feet (such property, the “Leased Real Property,” and each such Table of Contents lease, sublease, license or other agreement, a “Lease,” and together with the Owned Real Property, the “Real Property”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not be material to have a Company Material Adverse Effect or materially and adversely affect the business current use by the Company or its Subsidiaries of the Company Group, taken as a wholeLeased Real Property, (i) to the Knowledge of the Company, there are no disputes with respect to such Lease on the part of the Company Group or, to the Knowledge of the Company, the counterparty theretoLease; (ii) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens liens (other than Permitted Liens). Neither the Company Group, nor to the Knowledge of the Company, any other party to the Lease is in material breach or violation of or default pursuant to any Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company Group, taken as a whole. The Real Property constitutes all of the material real property used in connection with the business of the CompanyLease.

Leased Real Property. Section 4.13(b4.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereofof this Agreement, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company Group or any of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, any real property in excess of 10,000 square feet (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease,” and together with the Owned Real Property, the “Real Property”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not be material to have a Company Material Adverse Effect or materially and adversely affect the business current use by the Company or its Subsidiaries of the Company Group, taken as a wholeLeased Real Property, (i) to the Knowledge of the Company, there are no disputes with respect to such Lease on the part of the Company Group or, to the Knowledge of the Company, the counterparty theretoLease; (ii) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens liens (other than Permitted Liens). Neither the Company Group, nor to To the Knowledge of the Company, neither the Company nor any other party to the Lease of its Subsidiaries is in material breach or violation of or default pursuant to any Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company Group, taken as a whole. The Real Property constitutes all of the material real property used in connection with the business of the CompanyLease.

Leased Real Property. (i) The Company does not own any real property, nor has the Company ever owned any real property. Section 4.13(b3.9(d)(i) of the Company Disclosure Letter contains Schedule sets forth a true, correct and complete list, as of the date hereof, list of all of real property and interests in real property currently leased, subleased, licensed or otherwise used or occupied by the existing material leases, subleases, licenses or other agreements Company pursuant to which an agreement for the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property operation of its business (such property, the “Leased Real Property,” and ”), including for each such lease, sublease, license or other agreement, a “Lease,” and together with the Owned Leased Real Property, any deposit, base rent, and any allocated but unused tenant finish allowance for such piece of real property. To the “Knowledge of the Company, the Leased Real Property”). The Property (A) is in good operating condition and repair, to the Knowledge of the Company, free from material structural, physical and mechanical defects which would prevent the Company has made available to Parent true, correct from using such space for its intended use; (B) is sufficient for the intended purposes of the Company therein; (C) is supplied with utilities and complete copies other services necessary for the operation of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not be material to the business of the Company Group, taken as a whole, currently conducted; and (iD) there are no disputes with respect to such Lease on is structurally sufficient and otherwise suitable for the part conduct of the business of the Company Group therein as currently conducted. (ii) Except as set forth in Section 3.9(d)(ii) of the Disclosure Schedule, to the Knowledge of the Company, no consent is required from the lessor, sublessor, licensor or, to the Knowledge of the Company, the counterparty thereto; (ii) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest Person under any lease, sublease, license or other agreement (or, in such Lease or each instance, any interest therein; amendment, modification, renewal, exhibit and/or schedule thereto) related to the Leased Real Property (including all amendments, modifications, renewals, exhibits and (iiischedules thereto, collectively, the “Real Property Leases”) there are no Liens (other than Permitted Liens) on to consummate the estate or interest created by such Leasetransactions contemplated in this Agreement and the Transaction Documents. The Company has not sublet, or one granted to any other person any right of its Subsidiaries has valid leasehold estates in use, operation or occupancy of, any of the Leased Real Property. The Company has not sold, free transferred or assigned, or granted any Lien on or otherwise encumbered, all or any portion of its interest under any Real Property Lease or in any Leased Real Property. The Company has made available to Buyer a true, correct and clear complete copy of all Liens (other than Permitted Liens)of the Real Property Leases. Neither Each of the Real Property Leases is valid, binding and enforceable in accordance with its terms and is in full force and effect, and, to the Knowledge of the Company, there are no offsets or defenses by either landlord or tenant thereunder. To the Knowledge of the Company, there are no existing breaches of or defaults under, and no events or circumstances have occurred which, with or without notice or lapse of time or both, would constitute a breach of or a default under, any of the Real Property Leases by the Company Groupor, nor to the Knowledge of the Company, any other Person, beyond any applicable notice or cure period. No party to the Lease is Real Property Leases has repudiated any provision thereof. To the Knowledge of the Company, there are no disputes, oral agreements or forbearance programs in breach or violation of or default pursuant effect, as to any Lease of the Real Property Leases. To the Knowledge of the Company, the plants, fixtures, furnishings, and equipment located in and exclusively serving on the Leased Real Property are in reasonably good operating condition and in a state of reasonably good maintenance and repair, ordinary wear and tear excepted, and are reasonably adequate and suitable for the purposes for which they are currently being used by the Company. There are neither any actual, nor, to the Knowledge of the Company, any threatened or would permit contemplated, condemnation or cause eminent domain proceedings that affect the terminationLeased Real Property or any part thereof, non-renewal and the Company has not received any notice from any Governmental Entity with respect thereto. To the Knowledge of the Company, the use or modification thereof or acceleration or creation occupancy of any right or obligation thereunder, except the Leased Real Property by the Company for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to conduct of the business of the Company Groupas currently conducted do not violate: (x) any law, taken as a wholeregulation, or ordinance applicable to the Leased Real Property; or (y) any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Leased Real Property. The No security deposit or portion thereof deposited with respect to the Real Property constitutes all Leases for the Leased Real Property has been applied in respect of the material real property used a breach or default under such Real Property Leases which has not been re-deposited in connection with the business of the Companyfull.

Leased Real Property. Section 4.13(b3.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property in excess of 20,000 square feet (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease,” and together with the Owned Real Property, the “Real Property”). The Company has made available to the Parent Entities true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not be material to have a Company Material Adverse Effect or materially and adversely affect the business current use by the Company or its Subsidiaries of the Company Group, taken as a wholeLeased Real Property, (i) to the Knowledge of the Company, there are no disputes with respect to such Lease on the part of the Company Group or, to the Knowledge of the Company, the counterparty theretoLease; (ii) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens liens (other than Permitted Liens). Neither the Company Group, nor to the Knowledge of the Company, any other party to the Lease is in material breach or violation of or default pursuant to any Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company Group, taken as a whole. The Real Property constitutes all of the material real property used in connection with the business of the CompanyLease.

Leased Real Property. Section 4.13(b3.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property (such property, the “Leased Real Property,” and each such lease, sublease, license or other similar agreement, a “Lease,” and together with the Owned Real Property, the “Real Property”). The Company has made available to Parent true, correct and complete (in all material respects) copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not be material to have a Company Material Adverse Effect or materially and adversely affect the business current use by the Company or its Subsidiaries of the Company Group, taken as a wholeLeased Real Property, (i) to the Knowledge of the Company, there are no disputes with respect to such Lease on the part of the Company Group or, to the Knowledge of the Company, the counterparty theretoLease; (ii) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens liens (other than Permitted Liens). Neither the Company Group, nor to the Knowledge of the Company, any other party to the Lease is in material breach or violation of or default pursuant to any Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company Group, taken as a whole. The Real Property constitutes all of the material real property used in connection with the business of the CompanyLease.

Leased Real Property. (i) Set forth in Section 4.13(b3.14(a) of the Company Disclosure Letter contains Schedule is a true, correct and complete list, as of the date hereof, list of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property (such property, the “Leased Real Property,” . Each of the leases relating to Leased Real Property creates a valid and each such lease, sublease, license or other agreement, a “Lease,” and together with the Owned Real Property, the “Real Property”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not be material to the business subsisting leasehold interest in favor of the Company Groupor one of its Subsidiaries, taken as the case may be, is a wholevalid, (i) there are no disputes with respect to such Lease on the part binding and subsisting obligation of the Company Group or, to the Knowledge of the Company, the counterparty thereto; (ii) the Company or one of its Subsidiaries has not collaterally assigned or granted any and, to the knowledge of the Company, each other security interest in such Lease or any interest therein; and (iii) there are no Liens (other than Permitted Liens) on party thereto, enforceable against the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Propertyand, free and clear of all Liens (other than Permitted Liens). Neither the Company Group, nor to the Knowledge knowledge of the Company, any each other party to the Lease is thereto in breach or violation of or default pursuant to any Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunderaccordance with its terms, except for as such breaches enforcement may be limited by the Enforceability Limitations; (ii) except as would not, individually or in the aggregate, reasonably be expected have a Company Material Adverse Effect, there are no disputes with respect to be material any Real Property Lease; and neither the Company nor any other party to each Real Property Lease is in breach or default under such Real Property Lease, and no event has occurred or failed to occur and no circumstance exists which, with the business 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 any Real Property Lease; (iii) except as disclosed in Section 3.14(a)(iii) of the Company GroupDisclosure Schedule or as would not, taken as individually or in the aggregate, have a whole. The Company Material Adverse Effect, no consent by the landlord or any other party under the Real Property constitutes all of the material real property used Leases is required in connection with the business consummation of the Companytransaction contemplated herein; and (iv) none of the Leased Real Property has been pledged or assigned by the Company or any of its Subsidiaries or is subject to any Liens (other than pursuant to this Agreement or Permitted Liens).

Leased Real Property. Section 4.13(b3.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease,” and together with the Owned Real Property, the “Real Property”). The Company has made available to Parent true, correct and complete (in all material respects) copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not be material to the business of the Company Group, taken as a whole, (i) to the Knowledge of the Company, there are no disputes with respect to such Lease on the part of the Company Group or, to the Knowledge of the Company, the counterparty theretoLease; (ii) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens liens (other than Permitted Liens). Neither To the Knowledge of the Company, neither the Company Group, nor to the Knowledge of the Company, any other party to the Lease is in material breach or violation of or default pursuant to any Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company Group, taken as a whole. The Real Property constitutes all of the material real property used in connection with the business of the Company.any

Leased Real Property. Section 4.13(b3.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereofof this Agreement, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company Group or any of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, any real property in excess of 2,500 rentable square feet (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease,” and together with the Owned Real Property, the “Real Property”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, modifications and amendments and supplements thereto). With respect to each Lease and except Except as would not be material to the business of the have a Company Group, taken as a wholeMaterial Adverse Effect, (i) there are no disputes with respect to such Lease on the part of the Company Group or, to the Knowledge of the Company, the counterparty thereto; (ii) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens liens (other than Permitted Liens). Neither the Company Group, nor ; (ii) to the Knowledge of the Company, neither the Company nor any other party to the Lease of its Subsidiaries is in breach of or violation default pursuant to any Lease, nor does there exist a fact or circumstance that, with the passing of time or the giving of notice, would become a breach or default pursuant to any Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration of rent under such Lease; (iii) each Lease is legal, valid, and binding on the Company or creation of any right or obligation thereunder, except for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business each Subsidiary of the Company Groupparty thereto and in full force and effect; (iv) the Company has not subleased, taken as a whole. The licensed or otherwise granted any Person the right to use or occupy any portion of such Leased Real Property constitutes all in excess of 2,500 rentable square feet; and (v) the material real property used Company has not collaterally assigned or granted any other security interest in connection with the business of the Companyany such Lease or any interest therein.

Leased Real Property. Section 4.13(b3.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease,” and together with the Owned Real Property, the “Real Property”). The Company has made available to Parent true, correct and complete (in all material respects) copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not be material to the business of the Company Group, taken as a whole, (i) to the Knowledge of the Company, there are no disputes with respect to such Lease on the part of the Company Group or, to the Knowledge of the Company, the counterparty theretoLease; (ii) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens liens (other than Permitted Liens). Neither To the Knowledge of the Company, neither the Company Group, nor to the Knowledge of the Company, any other party to the Lease is in material breach or violation of or default pursuant to any Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company Group, taken as a wholeLease. The Real Property constitutes all of the material real property used in connection with the business of the Company.

Leased Real Property. Section 4.13(b3.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property in excess of 25,000 square feet (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease,” and together with the Owned Real Property, the “Real Property”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not be material to have a Company Material Adverse Effect or materially and adversely affect the business current use by the Company or its Subsidiaries of the Company Group, taken as a wholeLeased Real Property, (i) to the Knowledge of the Company, there are no disputes with respect to such Lease on the part of the Company Group or, to the Knowledge of the Company, the counterparty theretoLease; (ii) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens liens (other than Permitted Liens). Neither the Company Group, nor to the Knowledge of the Company, any other party to the Lease is in material breach or violation of or default pursuant to any Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company Group, taken as a whole. The Real Property constitutes all of the material real property used in connection with the business of the CompanyLease.

Leased Real Property. Section 4.13(b3.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereofof this Agreement, of all of the existing material leases, subleases, licenses licenses, sublicenses or other agreements pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property (such property, the “Leased Real Property,” and each such lease, sublease, license license, sublicense or other similar agreement, including amendments thereto and guarantees thereof, a “Lease,” and together with the Owned Real Property, the “Real Property”). The Company has made available to Parent true, correct and complete (in all material respects) copies of all Leases (including all material modifications, amendments and supplements thereto)Leases. With respect to each Lease and except as has not had, and would not reasonably be material expected to have, individually or in the business aggregate, a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Company Group, taken as a wholeLeased Real Property, (i) each Lease (other than any Lease that has expired in accordance with its terms) is valid and binding on the Company or each such Subsidiary of the Company that is a party thereto and is in full force and effect, (ii) to the Knowledge of the Company, there are no disputes with respect to such Lease on the part of the Company Group or, to the Knowledge of the Company, the counterparty theretoLease; (iiiii) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iiiiv) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Lease and the Company or one of its Subsidiaries has a valid leasehold estates interest in the each Leased Real Property, free and clear of all Liens (other than Permitted Liens). Neither the Company Group, nor to the Knowledge of the Company, any other party to the Lease is in breach or violation of or default pursuant to any Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company Group, taken as a whole. The Real Property constitutes all of the material real property used in connection with the business of the Company.

Leased Real Property. Section 4.13(b3.12(b) of the Company Disclosure Letter Schedule contains a true, correct and complete list, as of the date hereof, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the any Acquired Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property that provides for payments by any Acquired Company in excess of $3,000,000 per annum (such property, the “"Leased Real Property,” " and each such lease, sublease, license or other agreement, a “"Lease,” and together with the Owned Real Property, the “Real Property”"). The Company has made available to Parent the Purchaser true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not be material to the business of the Company GroupAcquired Companies, taken as a wholewhole or materially and adversely affect the current use by the Acquired Companies of the Leased Real Property, (i) to the Knowledge of the Company, there are no disputes with respect to such Lease on the part of the Company Group or, to the Knowledge of the Company, the counterparty theretoLease; (ii) the no Acquired Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Acquired Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens). Neither the Company Groupan Acquired Company, nor to the Knowledge of the Company, any other party to the Lease is in material breach or violation of or default pursuant to any Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company Group, taken as a whole. The Real Property constitutes all of the material real property used in connection with the business of the CompanyLease.

Leased Real Property. Section 4.13(b3.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property in excess of 10,000 square feet (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease,” and together with the Owned Real Property, the “Real Property”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not be material to have a Company Material Adverse Effect or materially and adversely affect the business current use by the Company or its Subsidiaries of the Company Group, taken as a wholeLeased Real Property, (i) to the Knowledge of the Company, there are no disputes with respect to such Lease on the part of the Company Group or, to the Knowledge of the Company, the counterparty theretoLease; (ii) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens liens (other than Permitted Liens). Neither the Company Group, nor to the Knowledge of the Company, any other party to the Lease is in material breach or violation of or material default pursuant to any Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company Group, taken as a whole. The Real Property constitutes all of the material real property used in connection with the business of the CompanyLease.

Leased Real Property. Section 4.13(b3.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as list of the date hereof, of all of the existing material leases, subleases, licenses or other agreements Contracts pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease,” and together with the Owned Real Property, the “Real Property”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not be material to the business of the Company Group, taken as a whole, Lease: (i) the Company’s or its Subsidiary’s, as the case may be, possession and quiet enjoyment of the Leased Real Property has not be disturbed and to the Knowledge of the Company, there are no disputes with respect to such Lease on the part Lease; except as set forth in Section 3.14(b) of the Company Disclosure Letter, no Company Group orMember has subleased, licensed or otherwise granted any Person the right to use or occupy the Knowledge of the Company, the counterparty theretoLeased Real Property (or any portion thereof); (ii) except as set forth in Section 3.14(b) of the Company or one of its Subsidiaries Disclosure Letter, no Company Group Member has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) the Company or its Subsidiaries, as the case may be, has a valid leasehold or sub-leasehold (as applicable) interest in the Leased Real Property and there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens). Neither the Company Group, nor to the Knowledge of the Company, any other party to the Lease is in material breach or violation of or default pursuant to any Lease Lease, and, to the Knowledge of the Company, no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a material breach or default, or permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except for rent under such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company Group, taken as a whole. The Real Property constitutes all of the material real property used in connection with the business of the CompanyLease.

Leased Real Property. Section 4.13(bSchedule 2.7(b) sets forth a complete and correct list of the Company Disclosure Letter contains a true, correct address and complete list, lessee of each Leased Real Property as of the date hereof. Except as set forth on Schedule 2.7(b) or as would not reasonably be expected to have a Material Adverse Effect, of all with respect to each of the existing material leases, subleases, licenses occupancy agreements or other agreements pursuant to similar arrangements for such Leased Real Property (which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property (such property, the “Leased Real Property,” made available correct and complete copies of each such lease, sublease, license or other agreement, a “Lease,” occupancy agreement and together with similar arrangement pursuant to which the Owned applicable APN Entity occupies and uses the Leased Real Property, together with any and all amendments and modifications thereto and any guarantee thereof) (collectively, the “Real PropertyLeases”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not be material to the business of the Company Group, taken as a whole, ): (i) there are no disputes with respect to such Lease on is valid, binding, enforceable against the part of applicable APN Entity, except as such enforceability may be limited by the Company Group orEnforceability Exceptions; (ii) the APN Entity party thereto is not in breach or default under such Lease, or to the Knowledge of the Company, by the counterparty thereto; (ii) the Company or one lessor of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens). Neither the Company Group, nor to the Knowledge of the Company, any other party no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such breach or default; (iii) the applicable APN Entity to the respective Lease is in breach or violation of or default pursuant pertaining to any each Leased Real Property has good and valid title to the leasehold estate under the Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation free and clear of any right or obligation thereunderLiens, other than Permitted Liens; (iv) except for such breaches as would notthe Leases, individually there are no leases, subleases, licenses, occupancy agreements, options, rights, concessions or in other agreements or arrangements, written or oral, granting any Person the aggregateright to purchase, reasonably be expected to be material to use or occupy the business of the Company Group, taken as a whole. The Leased Real Property constitutes all of or the material real property used in connection with the business of the CompanyOwned Real Property, or any portion thereof.

Leased Real Property. Section 4.13(b3.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property in excess of 20,000 square feet (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease,” and together with the Owned Real Property, the “Real Property”). The Company has made available to Parent true, correct and complete (in all material respects) copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not be material to have a Company Material Adverse Effect or materially and adversely affect the business current use by the Company or its Subsidiaries of the Company Group, taken as a wholeLeased Real Property, (i) to the Knowledge of the Company, there are no disputes with respect to such Lease on the part of the Company Group or, to the Knowledge of the Company, the counterparty theretoLease; (ii) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens liens (other than Permitted Liens). Neither the Company Group, nor to the Knowledge of the Company, any other party to the Lease is in material breach or violation of or default pursuant to any Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company Group, taken as a whole. The Real Property constitutes all of the material real property used in connection with the business of the CompanyLease.

Leased Real Property. Section 4.13(b3.14(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereofof this Agreement, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company Group or any of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, any real property in excess of 25,000 square feet (such property, the “"Leased Real Property,” " and each such lease, sublease, license or other agreement, a “"Lease,” and together with the Owned Real Property, the “Real Property”"). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not be material to have a Company Material Adverse Effect or materially and adversely affect the business current use by the Company or its Subsidiaries of the Company Group, taken as a wholeLeased Real Property, (i) to the Knowledge of the Company, there are no disputes with respect to such Lease on the part of the Company Group or, to the Knowledge of the Company, the counterparty theretoLease; (ii) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens liens (other than Permitted Liens). Neither the Company Group, nor to To the Knowledge of the Company, neither the Company nor any other party to the Lease of its Subsidiaries is in material breach or violation of or default pursuant to any Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company Group, taken as a whole. The Real Property constitutes all of the material real property used in connection with the business of the CompanyLease.