Common use of Owned and Leased Real Property Clause in Contracts

Owned and Leased Real Property. (a) Neither the Company nor any Subsidiary owns, or has ever owned, any real property. (b) Section 3.11(b) of the Company Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable, security deposit, maintenance and like charges thereunder, and any advance rent thereunder. The Company has made available to the Buyer complete and accurate copies of the Leases. Neither the Company nor any Subsidiary occupies any space other than pursuant to a Lease. With respect to each Lease: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (iii) none of the Company, any Subsidiary or, to the Knowledge of the Company, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such breach or default by the Company or any Subsidiary or, to the Knowledge of the Company, any other party under such Lease; and to the Knowledge of the Company, no event has occurred that would give rise to a termination right under such Lease; (iv) there are no (A) unresolved disputes with respect to the terms of the Lease initiated by the Company against any other party thereto or asserted in writing, or to the Company’s Knowledge, via any other means (including orally) by any other party thereto against the Company or any Subsidiary, (B) oral agreements which modify or supersede any terms of the written Lease, or (C) or forbearance programs in effect as to such Lease; (v) neither the Company nor any Subsidiary has assigned, transferred, conveyed, mortgaged, subleased, licensed, deeded in trust or encumbered any interest in the leasehold or subleasehold; (vi) all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; (vii) to the Knowledge of the Company, there are no Liens, easements, covenants or other restrictions applicable to the real property subject to such Lease which would reasonably be expected to impair the current uses or the occupancy by the Company or any Subsidiary of the property subject thereto; and (viii) no construction, alteration or other leasehold improvement work with respect to the Lease remains to be paid for or performed by the Company or any Subsidiary.

Owned and Leased Real Property. (a) Neither the Company Merger Partner nor any Subsidiary owns, or has ever owned, of its Subsidiaries owns any real property. (b) Section 3.11(b) of the Merger Partner has delivered to Public Company Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable, security deposit, maintenance and like charges thereunder, and any advance rent thereunder. The Company has made available to the Buyer complete and accurate copies of the Leasesall material Leases of Merger Partner and its Subsidiaries. Neither the Company Merger Partner nor any Subsidiary occupies any space other than pursuant to a Lease. With respect to each such Lease, except as would not, individually or in the aggregate, reasonably be expected to result in a Merger Partner Material Adverse Effect: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company Merger Partner or the its Subsidiary that is the party thereto, as applicable, and, to the Company’s KnowledgeKnowledge of Merger Partner, against each other party thereto; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company ▇▇▇▇▇▇ Partner or the Subsidiary that is the party thereto, as applicable, and, to the Company’s KnowledgeKnowledge of Merger Partner, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (iii) none of the CompanyMerger Partner, any Subsidiary of Merger Partner or, to the Knowledge of the CompanyMerger Partner, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the Knowledge of the CompanyMerger Partner, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such breach or default by the Company Merger Partner or any Subsidiary of Merger Partner or, to the Knowledge of the CompanyMerger Partner, any other party under such Lease; and to the Knowledge of the Company, no event has occurred that would give rise to a termination right under such Lease; (iv) there are no (A) unresolved disputes with respect to the terms of the Lease initiated by the Company against any other party thereto or asserted in writing, or to the Company’s Knowledge, via any other means (including orally) by any other party thereto against the Company or any Subsidiary, (B) oral agreements which modify or supersede any terms of the written Lease, or (C) or forbearance programs in effect as to such Lease; (v) neither the Company ▇▇▇▇▇▇ Partner nor any Subsidiary of Merger Partner has assigned, transferred, conveyed, mortgaged, subleased, licensed, deeded in trust or encumbered any interest in the leasehold or subleasehold;; and (vi) all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; (viiv) to the Knowledge of the CompanyMerger Partner, there are no Liens (other than Permitted Liens, easements, covenants or other restrictions ) applicable to the real property subject to such Lease which would reasonably be expected to impair the current uses or the occupancy by the Company ▇▇▇▇▇▇ Partner or any Subsidiary of Merger Partner of the property subject thereto; and. (viiic) no constructionEach of Merger Partners and its Subsidiaries owns, alteration and has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all tangible properties or other leasehold improvement work with respect to the Lease remains tangible assets and equipment used or held for use in its business or operations or purported to be paid for or performed owned by it, in each case, that are material to Merger Partner and its Subsidiaries, taken as a whole, including: (A) all such tangible assets reflected on the Company Merger Partner Financial Statements; and (B) all other such tangible assets reflected in the books and records of Merger Partner or any of its Subsidiaries as being owned by Merger Partner or such Subsidiary. All of such assets are owned or, in the case of leased assets, leased by Merger Partner or any of its Subsidiaries free of any Liens other than Permitted Liens.

Owned and Leased Real Property. (a) Neither Section 4.22(a) of the Company nor 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 ownsof its Subsidiaries (the “Owned Real Property”), (ii) the record owners of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. The Company or has ever ownedits Subsidiaries are the sole owners of good, any real propertyvalid and marketable title to the Owned Real Properties free and clear of all Liens other than those that would not, individually or in the aggregate, result in a Company Material Adverse Effect. (b) Section 3.11(b4.22(b) of the Company Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable, security deposit, maintenance and like charges thereunder, and any advance rent thereunder. The Company has made available to the Buyer sets forth a complete and accurate copies list as of the Leases. Neither date of this Agreement of all real property leased, subleased or licensed by the Company nor or any Subsidiary occupies any space other than pursuant to a Lease. With respect to each Lease:of its Subsidiaries. (c) Each Material Lease is valid and binding and is enforceable by the Company or its Subsidiaries in accordance with its respective terms, except (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledgeextent that its enforceability may be limited by bankruptcy, against each insolvency, reorganization, moratorium or other party thereto; laws relating to or affecting creditors’ rights generally and by general equity principles (whether considered in a proceeding in equity or at law) and (ii) for such Lease will continue failures to be legal, valid, bindingbinding or enforceable that, enforceable and individually or in full force and effect against the aggregate, would not reasonably be expected to result in a Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing;Material Adverse Effect. (iiid) none of the Company, any Subsidiary orExcept as would not reasonably be expected to result in a Company Material Adverse Effect, to the Knowledge of the Company, any (i) the Company and its Subsidiaries and each other party, is party to the Material Leases have performed in breach or violation of, or default under, any such Leaseall material respects their respective obligations to be performed by them to the date hereof under the Material Leases and are not, and no event has occurred, is pending or, are not alleged in writing to the Knowledge be Table of the Company, is threatened, which, after the giving of Contents (with or without notice, with the lapse of time, or otherwiseboth), would constitute any such in breach thereof or default by the Company or any Subsidiary orthereunder, to the Knowledge of the Company, any other party under such Lease; and to the Knowledge of the Company, no event has occurred that would give rise to a termination right under such Lease; (iv) there are no (A) unresolved disputes with respect to the terms of the Lease initiated by the Company against any other party thereto or asserted in writing, or to the Company’s Knowledge, via any other means (including orally) by any other party thereto against the Company or any Subsidiary, (B) oral agreements which modify or supersede any terms of the written Lease, or (C) or forbearance programs in effect as to such Lease; (vii) neither the Company nor any Subsidiary has assigned, transferred, conveyed, mortgaged, subleased, licensed, deeded in trust or encumbered of its Subsidiaries nor any interest in the leasehold or subleasehold; (vi) all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; (vii) party to the Knowledge Material Leases, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a default under the Company, there are no Liens, easements, covenants or other restrictions applicable to the real property subject to such Lease which would reasonably be expected to impair the current uses or the occupancy by the Company or provisions of any Subsidiary of the property subject thereto; and (viii) no construction, alteration or other leasehold improvement work with respect to the Lease remains to be paid for or performed by the Company or any SubsidiaryMaterial Lease.

Owned and Leased Real Property. (a) Neither the Company nor any Subsidiary its Subsidiaries owns, or since [**], has ever owned, any real property. (b) Section 3.11(b) of the Company Disclosure Schedule lists all Leases and lists as of the term of such Lease, any extension and expansion options, and the rent payable, security deposit, maintenance and like charges thereunder, and any advance rent thereunderdate hereof. The Company has made available to the Buyer correct and complete and accurate copies of the such Leases, including all amendments and modifications thereto and any guarantees thereof. Neither the Company nor any Subsidiary its Subsidiaries uses or occupies or has a right to use or occupy any space other than pursuant to a Lease. With respect to each LeaseLease listed in Section 3.11(b) of the Disclosure Schedule: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary its Subsidiaries that is the party thereto, as applicable, and, to Knowledge of the Company’s Knowledge, against each other party thereto; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (iii) none of the Company, any Subsidiary its Subsidiaries or, to the Knowledge of the Company, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the Knowledge of the Company, is threatenedthreatened in writing, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such a breach or default by the Company or any Subsidiary its Subsidiaries or, to the Knowledge of the Company, any other party under such Lease; and to the Knowledge of the Company, no event has occurred that would give rise to a termination right under such Lease;; and (iv) there are no (A) unresolved disputes with respect to the terms of the Lease initiated by the Company against any other party thereto or asserted in writing, or to the Company’s Knowledge, via any other means (including orally) by any other party thereto against the Company or any Subsidiary, (B) oral agreements which modify or supersede any terms of the written Lease, or (C) or forbearance programs in effect as to such Lease; (viii) neither the Company nor any Subsidiary its Subsidiaries has assigned, transferred, conveyed, mortgaged, subleased, licensed, granted occupancy rights with respect to, deeded in trust or encumbered any interest in such Lease or the leasehold (or subleasehold; (vi, if applicable) all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; (vii) to the Knowledge of the Company, there are no Liens, easements, covenants or other restrictions applicable to the real property subject to such Lease which would reasonably be expected to impair the current uses or the occupancy by the Company or any Subsidiary of the property subject thereto; and (viii) no construction, alteration or other leasehold improvement work with respect to the Lease remains to be paid for or performed by the Company or any Subsidiaryestate.

Owned and Leased Real Property. (a) Neither the Company nor any Subsidiary owns, or has ever owned, any real property. (b) Section 3.11(b3.10(b) of the Company Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable, security deposit, maintenance and like charges thereunder, and any advance rent thereunder. The Company has made available delivered to the Buyer Parent complete and accurate copies of the Leases. Neither the Company nor any Subsidiary occupies any space other than pursuant to a Lease. With respect to each Lease, except as would not individually or in the aggregate have a Company Material Adverse Effect: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (iii) none of the Company, any Subsidiary or, to the Knowledge of the Company, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such breach or default by the Company or any Subsidiary or, to the Knowledge of the Company, any other party under such Lease; and to the Knowledge of the Company, no event has occurred that would give rise to a termination right under such Lease; (iv) there are no (A) unresolved disputes with respect to the terms of the Lease initiated by the Company against any other party thereto or asserted in writingdisputes, or to the Company’s Knowledge, via any other means (including orally) by any other party thereto against the Company or any Subsidiary, (B) oral agreements which modify or supersede any terms of the written Lease, or (C) or forbearance programs in effect as to such Lease; (v) neither the Company nor any Subsidiary has assigned, transferred, conveyed, mortgaged, subleased, licensed, deeded in trust or encumbered any interest in the leasehold or subleasehold; (vi) all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; (vii) to the Knowledge of the Company, there are no Liens, easements, covenants or other restrictions applicable to the real property subject to such Lease which would reasonably be expected to impair the current uses or the occupancy by the Company or any Subsidiary of the property subject thereto; and; (viii) no construction, alteration or other leasehold improvement work with respect to the Lease remains to be paid for or performed by the Company or any Subsidiary; (ix) neither the Company nor any Subsidiary is obligated to pay any leasing or brokerage commission relating to such Lease and will not have any obligation to pay any leasing or brokerage commission upon the renewal or expansion of the Lease; and (x) the Company Financial Statements contain adequate reserves to provide for the restoration of the property subject to the Lease at the end of the respective Lease term, to the extent required by the Lease.

Owned and Leased Real Property. (a) Neither the Public Company nor any Subsidiary owns, or has ever owned, of its Subsidiaries owns any real property. (b) Section 3.11(b) of the Company Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable, security deposit, maintenance and like charges thereunder, and any advance rent thereunder. The Public Company has made available delivered to the Buyer Merger Partner complete and accurate copies of the Leasesall material Leases of Public Company and its Subsidiaries. Neither the Public Company nor any Subsidiary occupies any space other than pursuant to a Lease. With respect to each such Lease, except as would not, individually or in the aggregate, reasonably be expected to result in a Public Company Material Adverse Effect: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Public Company or the its Subsidiary that is the party thereto, as applicable, and, to the Knowledge of Public Company’s Knowledge, against each other party thereto; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Public Company or the Subsidiary that is the party thereto, as applicable, and, to the Knowledge of Public Company’s Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (iii) none of the Public Company, any Subsidiary of Public Company or, to the Knowledge of the Public Company, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the Knowledge of the Public Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such breach or default by the Public Company or any Subsidiary of Public Company or, to the Knowledge of the Public Company, any other party under such Lease; and to the Knowledge of the Company, no event has occurred that would give rise to a termination right under such Lease; (iv) there are no (A) unresolved disputes with respect to the terms of the Lease initiated by the Company against any other party thereto or asserted in writing, or to the Company’s Knowledge, via any other means (including orally) by any other party thereto against the Company or any Subsidiary, (B) oral agreements which modify or supersede any terms of the written Lease, or (C) or forbearance programs in effect as to such Lease; (v) neither the Public Company nor any Subsidiary of Public Company has assigned, transferred, conveyed, mortgaged, subleased, licensed, deeded in trust or encumbered any interest in the leasehold or subleasehold;; and (vi) all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; (viiv) to the Knowledge of the Public Company, there are no Liens (other than Permitted Liens, easements, covenants or other restrictions ) applicable to the real property subject to such Lease which would reasonably be expected to impair the current uses or the occupancy by the Public Company or any Subsidiary of Public Company of the property subject thereto; and. (viiic) no constructionEach of Public Company and its Subsidiaries owns, alteration and has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all tangible properties or other leasehold improvement work with respect to the Lease remains tangible assets and equipment used or held for use in its business or operations or purported to be paid for or performed owned by it, in each case, that are material to Public Company and its Subsidiaries, taken as a whole, including: (A) all such tangible assets reflected on the Public Company Financial Statements and (B) all other such tangible assets reflected in the books and records of Public Company or any of its Subsidiaries as being owned by Public Company or such Subsidiary. All of such assets are owned or, in the case of leased assets, leased by Public Company or any of its Subsidiaries free of any Liens other than Permitted Liens.