Common use of Owned and Leased Real Properties Clause in Contracts

Owned and Leased Real Properties. (a) Section 3.9(a) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned by the Company or any Subsidiary (the “Real Estate”) and (ii) all loans secured by mortgages encumbering the Real Estate. The Company or applicable Subsidiary owns fee simple title to the Real Estate. To the Company’s Knowledge, such Real Estate is (A) free and clear of all Liens and (B) not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, laws affecting building use or occupancy, or reservations of an interest in title, which prohibit or materially adversely restrict the use of such Real Estate as currently used by the Company and its Subsidiaries. (b) The Real Estate complies with the requirements of all applicable building, zoning, subdivision, health, safety and other land use statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”), except where noncompliance, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Except as listed in Section 3.9(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has received written notice from any Governmental Entity that it is in material violation of any law affecting any portion of the Real Estate that remains uncured. (c) Section 3.9(c) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively “Company Leases”) and the location of the premises. Each Company Lease is a valid, binding and enforceable obligation of the Company or a Subsidiary of the Company, subject to the Bankruptcy and Equity Exception. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party to any Company Lease is in breach or violation of, or default under, any of the Company Leases, and, to the Company’s Knowledge, no event has occurred, is pending or is threatened, which, after the giving of notice or the lapse of time or both, would constitute a breach or default by the Company or any of its Subsidiaries, or to the Company’s Knowledge, any other party under any such Company Lease, except in any such case where the breach, violation or existence of such defaults, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Except as set forth in Section 3.9(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries, and neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any Company Lease material to the conduct of the business of the Company and its Subsidiaries, taken as a whole. The Company has made available to the Buyer complete and accurate copies of all Company Leases.

Owned and Leased Real Properties. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.9(a3.9(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned leased, subleased or licensed by the Company or any Subsidiary of its Subsidiaries (collectively, the “Real EstateCompany Leases”) and (ii) all loans secured by mortgages encumbering the Real Estatelocation of the premises. The Neither the Company or applicable Subsidiary owns fee simple title nor any of its Subsidiaries nor, to the Real Estate. To the Company’s Knowledgeknowledge, such Real Estate any other party to any Company Lease, is (A) free in material default under any of the Company Leases. Each of the Company Leases is in full force and clear of all Liens effect and (B) not is enforceable in accordance with its terms and, subject to any easements, rights required provision of way, covenants, conditions, restrictions or other written agreements, laws affecting building use or occupancy, or reservations of an interest in title, which prohibit or materially adversely restrict the use of such Real Estate notice to any landlord as currently used by the Company and its Subsidiaries. (b) The Real Estate complies with the requirements of all applicable building, zoning, subdivision, health, safety and other land use statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”), except where noncompliance, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Except as listed described in Section 3.9(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has received written notice from any Governmental Entity that it is shall not cease to be in material violation of any law affecting any portion full force and effect as a result of the Real Estate that remains uncuredMerger or the other transactions contemplated by this Agreement. The Company has made available to the Parent complete and accurate copies of all Company Leases. (c) Section 3.9(c) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries to any other person (collectively other than another Subsidiary of the Company) (collectively, the “Company LeasesSubleases”) and the location of the premises. Each Company Lease is a valid, binding and enforceable obligation of the Company or a Subsidiary of the Company, subject to the Bankruptcy and Equity Exception. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledgeknowledge, any other party to any Company Lease Sublease, is in breach or violation of, or material default under, under any of the Company Leases, Subleases. Each of the Company Subleases is in full force and effect and is enforceable in accordance with its terms and, subject to the Company’s Knowledge, no event has occurred, is pending or is threatened, which, after the giving any required provision of notice or the lapse of time or both, would constitute a breach or default by the Company or to any of its Subsidiaries, or to the Company’s Knowledge, any other party under any such Company Lease, except in any such case where the breach, violation or existence of such defaults, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Except landlord as set forth described in Section 3.9(c3.9(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property shall not cease to any person other than the Company be in full force and its Subsidiaries, and neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any Company Lease material to the conduct effect as a result of the business of Merger and the Company and its Subsidiaries, taken as a wholeother transactions contemplated by this Agreement. The Company has made available to the Buyer Parent complete and accurate copies of all Company LeasesSubleases.

Owned and Leased Real Properties. (a) Neither the Company nor any of its Subsidiaries has ever owned any real property. (b) Section 3.9(a3.9(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned by the Company or any Subsidiary (the “Real Estate”) and (ii) all loans secured by mortgages encumbering the Real Estate. The Company or applicable Subsidiary owns fee simple title to the Real Estate. To the Company’s Knowledge, such Real Estate is (A) free and clear of all Liens and (B) not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, laws affecting building use or occupancy, or reservations of an interest in title, which prohibit or materially adversely restrict the use of such Real Estate as currently used by the Company and its Subsidiaries. (b) The Real Estate complies with the requirements of all applicable building, zoning, subdivision, health, safety and other land use statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”), except where noncompliance, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Except as listed in Section 3.9(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has received written notice from any Governmental Entity that it is in material violation of any law affecting any portion of the Real Estate that remains uncured. (c) Section 3.9(c) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries, all contracts under which such real property is leased, subleased or licensed by the Company or any of its Subsidiaries (collectively collectively, the “Company Leases”) and the location of the premises. Each Company Lease is a valid, binding and enforceable obligation of the Company or a Subsidiary of the Company, subject to the Bankruptcy and Equity Exception. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party to any Company Lease Lease, is in breach or violation of, or material default under, under any of the Company Leases. Each of the Company Leases is in full force and effect and is enforceable in accordance with its terms, and, subject to the Company’s KnowledgeBankruptcy and Equity Exception, no event has occurred, is pending or is threatened, which, after and shall not cease to be in full force and effect as a result of the giving of notice Merger or the lapse other transactions contemplated by this Agreement. The Company has made available to the Parent complete and accurate copies of time all Company Leases. (c) Section 3.9(c) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property subleased or both, would constitute a breach or default licensed by the Company or any of its SubsidiariesSubsidiaries to any other person (other than another Subsidiary of the Company) (collectively, or the “Company Subleases”) and the location of the premises. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party to any Company Sublease, is in material default under any such Company Lease, except in any such case where the breach, violation or existence of such defaults, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Except as set forth in Section 3.9(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries, and neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any Company Lease material to the conduct of the business Subleases. Each of the Company Subleases is in full force and effect and is enforceable in accordance with its Subsidiariesterms, taken subject to the Bankruptcy and Equity Exception, and shall not cease to be in full force and effect as a wholeresult of the Merger and the other transactions contemplated by this Agreement. The Company has made available to the Buyer Parent complete and accurate copies of all Company LeasesSubleases.

Owned and Leased Real Properties. (a) Section 3.9(a3.8(a) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned by the Company or any Subsidiary of its Subsidiaries (the “Owned Real EstateProperty”), (ii) the record owners of such Owned Real Property, and (iiiii) all loans secured by mortgages encumbering the Owned Real EstateProperty. The Company or applicable Subsidiary owns fee simple its Subsidiaries are the sole owners of good, valid and marketable title to the Owned Real Estate. To the Company’s Knowledge, such Real Estate is (A) Properties free and clear of all Liens and (B) not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, laws affecting building use or occupancy, or reservations of an interest in title, which prohibit or materially adversely restrict the use of such Real Estate as currently used by the Company and its Subsidiaries. (b) The Real Estate complies with the requirements of all applicable building, zoning, subdivision, health, safety and other land use statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”), except where noncompliancethan those that would not, individually or in the aggregate, is not reasonably likely to have result in a Company Material Adverse Effect. Except as listed in Section 3.9(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has received written notice from any Governmental Entity that it is in material violation of any law affecting any portion of the Real Estate that remains uncured. (cb) Section 3.9(c3.8(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively collectively, the “Company Leases”) and the location of the premises). Each Company Lease is a valid, valid and binding and is enforceable obligation of by the Company or a Subsidiary of the Company, its Subsidiaries in accordance with its respective terms (subject to the Bankruptcy and Equity Exception), except for such failures to be valid, binding or enforceable that, individually or in the aggregate, would not result in a Company Material Adverse Effect. Neither The Company and its Subsidiaries and, to the knowledge of the Company, each other party to the Leases, have performed in all material respects their respective obligations to be performed by them to the date hereof under the Leases and are not, and are not alleged in writing to be, (with or without notice, the lapse of time, or both) in breach thereof or default thereunder, and neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company’s Knowledge, any other party to the Leases, has violated any Company Lease is in breach or violation provision of, or default under, committed or failed to perform any of the Company Leases, and, to the Company’s Knowledge, no event has occurred, is pending or is threatened, act which, after the giving of notice with or the without notice, lapse of time or both, would constitute a breach or default by under the Company or provisions of any of its Subsidiaries, or to the Company’s Knowledge, any other party under any such Company Lease, except in any such case where the breach, violation or existence of such defaults, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Except as set forth in Section 3.9(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries, and neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any Company Lease material to the conduct of the business of the Company and its Subsidiaries, taken as a whole. The Company has made available to the Buyer complete and accurate copies of all Company Leases.

Owned and Leased Real Properties. (a) Section 3.9(a) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned by the Company or any Subsidiary (the “Real Estate”) and (ii) all loans secured by mortgages encumbering the Real Estate. The Company or applicable Subsidiary owns fee simple title to the Real Estate. To the Company’s Knowledge, such Real Estate is (A) free and clear of all Liens and (B) not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, laws affecting building use or occupancy, or reservations of an interest in title, which prohibit or materially adversely restrict the use of such Real Estate as currently used by the Company and its Subsidiaries. (b) The Real Estate complies with the requirements of all applicable building, zoning, subdivision, health, safety and other land use statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”), except where noncompliance, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Except as listed in Section 3.9(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries owns any real property or has received written notice from any Governmental Entity that it is in material violation of option or similar interest to acquire any law affecting any portion of the Real Estate that remains uncuredreal property. (cb) Section 3.9(c3.9(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all material agreements pursuant to which real property is leased, subleased subleased, or licensed by to, or used by, the Company or any of its Subsidiaries (collectively “Company Leases”) and the location of the premises. Each Company Lease is a validpremises leased, binding and enforceable obligation of subleased, or licensed to the Company or a Subsidiary its Subsidiaries (collectively, the “Leased Property”). (c) The Company or its Subsidiaries, as the case may be, are current with respect to payment of the Company, subject rent and other monetary sums due pursuant to the Bankruptcy Company Leases, and Equity Exception. Neither neither the Company nor any of its Subsidiaries norSubsidiaries, nor to the Company’s Knowledge, any other party to any Company Lease Lease, is in breach or violation ofdefault, or default underin any material respect, under any of the Company Leases, and, to the Company’s Knowledge, no event has occurred, is pending or is threatened, which, after the giving of notice or the lapse of time or both, would constitute a breach or default by the Company or any of its Subsidiaries, or to the Company’s Knowledge, any other party under any such Company Lease, except in any such case where the breach, violation or existence of such defaults, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Except as set forth in Section 3.9(c. (d) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries leases, subleases subleases, or licenses any real property to any person (or lets any person use any real property owned, leased to, or used by the Company and its Subsidiaries) other than the Company and its Subsidiaries, and neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any Company Lease material to the conduct of the business of the Company and its Subsidiaries, taken as a whole. . (e) The Company has made available to the Buyer complete and accurate copies of all Company Leases, none of which has been modified, altered or amended in any material respect except in writing and disclosed to Purchaser. (f) To the Company’s Knowledge, there are no laws, ordinances, regulations, covenants, conditions or restrictions pertaining to or encumbering the Leased Property which would, in any material way, impair, interfere with or prevent the use of the Leased Property as it is presently being used by the Company or any of its Subsidiaries and neither the Company nor any of its Subsidiaries has received any written notice of any change contemplated in any applicable laws, ordinances or restrictions, or any judicial or administrative action, or any action by adjacent landowners, which would, in any material respect, prevent, limit or in any manner interfere with the continuing use of the Leased Property as it is presently being used by the Company or any of its Subsidiaries. (g) There are not any pending or, to the Company’s Knowledge, threatened condemnation proceeding against all or any portion of the Leased Property and neither the Company nor its Subsidiaries has received written notice of any pending or threatened litigation initiated against all or any portion of the Leased Property.

Owned and Leased Real Properties. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 3.9(a3.9(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned leased, subleased or licensed by the Company or any Subsidiary of its Subsidiaries, all Contracts under which such real property is leased, subleased or licensed by the Company or any of its Subsidiaries (collectively, the “Real EstateCompany Leases”) and (ii) all loans secured by mortgages encumbering the Real Estate. The Company or applicable Subsidiary owns fee simple title to the Real Estate. To the Company’s Knowledge, such Real Estate is (A) free and clear of all Liens and (B) not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, laws affecting building use or occupancy, or reservations of an interest in title, which prohibit or materially adversely restrict the use of such Real Estate as currently used by the Company and its Subsidiaries. (b) The Real Estate complies with the requirements of all applicable building, zoning, subdivision, health, safety and other land use statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”), except where noncompliance, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Except as listed in Section 3.9(b) location of the Company Disclosure Schedule, neither premises. Neither the Company nor any of its Subsidiaries has received written notice from nor, to the Company’s knowledge, any Governmental Entity that it other party to any Company Lease, is in material violation of default under any law affecting any portion of the Real Estate that remains uncuredCompany Leases. Each of the Company Leases is in full force and effect and is enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception, and shall not cease to be in full force and effect as a result of the Merger or the other transactions contemplated by this Agreement. The Company has made available to the Parent complete and accurate copies of all Company Leases. (c) Section 3.9(c) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries to any other person (collectively other than another Subsidiary of the Company) (collectively, the “Company LeasesSubleases”) and the location of the premises. Each Company Lease is a valid, binding and enforceable obligation of the Company or a Subsidiary of the Company, subject to the Bankruptcy and Equity Exception. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledgeknowledge, any other party to any Company Lease Sublease, is in breach or violation of, or material default under, under any of the Company Leases, and, to the Company’s Knowledge, no event has occurred, is pending or is threatened, which, after the giving of notice or the lapse of time or both, would constitute a breach or default by the Company or any of its Subsidiaries, or to the Company’s Knowledge, any other party under any such Company Lease, except in any such case where the breach, violation or existence of such defaults, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse EffectSubleases. Except as set forth in Section 3.9(c) Each of the Company Disclosure ScheduleSubleases is in full force and effect and is enforceable in accordance with its terms, neither subject to the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company Bankruptcy and its SubsidiariesEquity Exception, and neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded shall not cease to be in trust or encumbered any Company Lease material to the conduct full force and effect as a result of the business of Merger and the Company and its Subsidiaries, taken as a wholeother transactions contemplated by this Agreement. The Company has made available to the Buyer Parent complete and accurate copies of all Company LeasesSubleases.

Owned and Leased Real Properties. (a) Neither Public Company nor any of its Subsidiaries owns or has ever owned any real property, nor is either party to any agreement to purchase or sell any real property. (b) Except as otherwise set forth on Section 3.9(a4.9(b) of the Public Company Disclosure Schedule sets forth a complete and accurate list Schedule, (i) neither the Public Company nor any of its Subsidiaries as of the date of this Agreement of (i) the addresses of all leases, subleases, licenses or otherwise occupies any real property owned by the Company nor is party to any lease, sublease, license or any Subsidiary other occupancy agreement (collectively, the “Real EstatePublic Company Leases”) and (ii) all loans secured by mortgages encumbering the Real Estate. The of its previous Public Company or applicable Subsidiary owns fee simple title to the Real Estate. To the Company’s Knowledge, such Real Estate is (A) free Leases have been terminated and clear of all Liens and (B) not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, laws affecting building use or occupancy, or reservations of an interest in title, which prohibit or materially adversely restrict the use of such Real Estate as currently used by the Company and its Subsidiaries. (b) The Real Estate complies with the requirements of all applicable building, zoning, subdivision, health, safety and other land use statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”), except where noncompliance, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Except as listed in Section 3.9(b) of the Company Disclosure Schedule, neither the Public Company nor any of its Subsidiaries has received written notice from any Governmental Entity that it is in material violation of any law affecting any portion of remaining affirmative obligations under such Public Company Leases and termination agreements. Neither the Real Estate that remains uncured. (c) Section 3.9(c) of the Public Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by the Company or nor any of its Subsidiaries (collectively “Company Leases”) and the location of the premises. Each Company Lease is a valid, binding and enforceable obligation of the Company party to any agreement or a Subsidiary of the Company, subject to any claim that may require the Bankruptcy and Equity Exceptionpayment of any real estate brokerage commissions. Neither the Public Company nor any of its Subsidiaries nor, to the knowledge of Public Company’s Knowledge, any other party to any Company Lease is in breach or violation of, or default under, any of the Company Leases, and, to the Company’s Knowledge, and no event has occurred, is pending or or, to the knowledge of Public Company, is threatened, which, after the giving of notice or the notice, with lapse of time time, or bothotherwise, would constitute a any such breach or default by the Company or under any of its Subsidiaries, or to the Company’s Knowledge, any other party under any such Public Company LeaseLeases, except in any such case where the breach, violation or existence of such defaults, individually or in the aggregate, has not had, and is not reasonably likely to have result in, the loss of a material right or in a material liability of Public Company Material Adverse Effector any of its Subsidiaries. Except as set forth in Section 3.9(c) of the Company Disclosure Schedule, neither the Neither Public Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person Person other than the Public Company and its Subsidiaries, and neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any Company Lease material to the conduct of the business of the Company and its Subsidiaries, taken as a whole. The Public Company has made available to the Buyer Merger Partner complete and accurate copies of all Public Company Leases.

Owned and Leased Real Properties. (a) Neither the Company nor any Subsidiary owns any real property (“Real Estate”). (b) Section 3.9(a3.9(b) of the Company Disclosure Schedule sets forth a true, correct and complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned by the Company or any Subsidiary (the “Real Estate”) and (ii) all loans secured by mortgages encumbering the Real Estate. The Company or applicable Subsidiary owns fee simple title to the Real Estate. To the Company’s Knowledge, such Real Estate is (A) free and clear of all Liens and (B) not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, laws affecting building use or occupancy, or reservations of an interest in title, which prohibit or materially adversely restrict the use of such Real Estate as currently used by the Company and its Subsidiaries. (b) The Real Estate complies with the requirements of all applicable building, zoning, subdivision, health, safety and other land use statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”), except where noncompliance, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Except as listed in Section 3.9(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has received written notice from any Governmental Entity that it is in material violation of any law affecting any portion of the Real Estate that remains uncured. (c) Section 3.9(c) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively “Company LeasesFacilities”) and the location of the premises. Each Company Lease is a valid, binding and enforceable obligation of the Company or a Subsidiary of the Company, subject to the Bankruptcy and Equity Exception. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party to any Company Lease (as defined below) is in breach or violation of, or default under, under any of the Company Leases, and, to the Company’s Knowledge, no event has occurred, is pending or is threatened, which, after the giving of notice or the lapse of time or both, would constitute a breach or default by the Company or any of its Subsidiaries, or to the Company’s Knowledge, any other party under any such Company Lease, except in any such case where the breach, violation or existence of such defaults, individually or in the aggregate, is not reasonably likely material to have a Company Material Adverse Effect. Except as set forth in Section 3.9(c) of the Company Disclosure Scheduleand its Subsidiaries, neither taken as a whole. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries. The Company has delivered to the Buyer true, correct and neither complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). (c) All such Company Leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There are no other parties occupying, or with a right to occupy, the Company Facilities. Neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded could be required to expend more than $10,000 in trust or encumbered causing any Company Lease material Facilities to comply with the conduct of surrender conditions set forth in the business of the applicable Company and its Subsidiaries, taken as a wholeLease. The Company and each of its subsidiaries has made available performed all of its obligations under any termination agreements pursuant to the Buyer complete which it has terminated any leases of real property that are no longer in effect and accurate copies of all Company Leaseshas no continuing liability with respect to such terminated real property leases.

Owned and Leased Real Properties. (a) Section 3.9(a) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned by the Company or any Subsidiary (the “Real Estate”) and (ii) all loans secured by mortgages encumbering the Real Estate. The Company or applicable Subsidiary owns fee simple title to the Real Estate. To the Company’s Knowledge, such Real Estate is (A) free and clear of all Liens and (B) not subject to any easements, rights of way, covenants, conditions, restrictions or other written agreements, laws affecting building use or occupancy, or reservations of an interest in title, which prohibit or materially adversely restrict the use of such Real Estate as currently used by the Company and its Subsidiaries. (b) The Real Estate complies with the requirements of all applicable building, zoning, subdivision, health, safety and other land use statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”), except where noncompliance, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Except as listed in Section 3.9(b) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries has received written notice from owns any Governmental Entity that it is in material violation of any law affecting any portion of the Real Estate that remains uncuredreal property. (cb) Section 3.9(c3.9(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively “"Company Leases”") and the location of the premises. Each Company Lease is a valid, binding and enforceable obligation of the Company or a Subsidiary of the Company, subject to the Bankruptcy and Equity Exception. Neither the Company nor any of its Subsidiaries nor, to the Company’s 's Knowledge, any other party to any Company Lease is in breach or violation of, or material default under, under any of the Company Leases, and, to the Company’s Knowledge, no event has occurred, is pending or is threatened, which, after the giving of notice or the lapse of time or both, would constitute a breach or default by the Company or any of its Subsidiaries, or to the Company’s Knowledge, any other party under any such Company Lease, except in any such case where the breach, violation or existence of such defaults, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Except as set forth in Section 3.9(c) of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries, and neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any Company Lease material to the conduct of the business of the Company and its Subsidiaries, taken as a wholePerson. The Company has made available to the Buyer complete and accurate copies of all Company Leases. With respect to each lease and sublease listed in Section 3.9(b) of the Company Disclosure Schedule: (i) the lease or sublease constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms subject to the Bankruptcy and Equity Exception, and to the Company's Knowledge, against each other party thereto; (ii) none of the Company and its Subsidiaries is in breach or default in any material respect under any such lease or sublease, and to the Company's Knowledge, no other party (including the lessor or landlord under a master lease) is in breach or default in any material respect under any such lease or sublease and, to the Company's Knowledge, no event has occurred under any such lease or sublease which, with notice or lapse of time, would constitute a breach or default in any material respect thereunder, or permit termination, modification, or acceleration thereof; (iii) the Company has not, and has not received any written notice that any other party to the lease or sublease has, repudiated any provision thereof; (iv) none of the Company and its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold estate created by any such lease or sublease; and (v) to the Company's Knowledge, all facilities leased or subleased are supplied with utilities sufficient for the operation of said facilities in the Ordinary Course of Business.