Common use of Owned and Leased Real Property Clause in Contracts

Owned and Leased Real Property. (a) The Company does not own, and has never owned, any real property. (b) Section 3.10(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 delivered to Parent complete and accurate copies of the Leases. The Company does not occupy 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 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 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 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, to the Knowledge of the Company, any other party under such Lease; and no event has occurred that would give rise to a termination right under such Lease; (iv) there are no disputes, oral agreements or forbearance programs in effect as to such Lease; (v) the Company has not 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 of the property subject thereto; (viii) no construction, alteration or other leasehold improvement work with respect to the Lease remains to be paid for or performed by the Company; (ix) the Company is not 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 Financials 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) The No Group Company does not ownowns, and or has never ever owned, any real property. (b) Section 3.10(b3.12(b) of the Company Disclosure Schedule lists correctly sets out a complete list of all of the Properties leased by the Group Company and in respect of any Leases and lists the term expiration date of such Lease, any extension the current landlord and expansion optionstenant, and the rent payable, security deposit, maintenance and like charges thereunder, and any advance rent thereunderpremises leased. The Company has delivered Group Companies have made available to Parent the Buyer complete and accurate copies of the Leases. The Section 3.12(b) of the Disclosure Schedule fully and correctly sets out a complete list of Leases and all amendments and modifications thereto. No Group Company does not occupy occupies any space other than pursuant to a Lease. The Group Companies have performed all of their obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases or otherwise in respect of any real property other than in relation to the Properties set out in Section 3.12(b) of the Disclosure Schedule. With respect to each Lease: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Group Company that is the party thereto, as applicable, and, to the Company’s Companies’ Knowledge, against each other party thereto; (ii) such Lease all rent, outgoings and other sums accrued as at the date of this Agreement (including service charges, rates and insurance) have been paid and will continue to be legal, valid, binding, enforceable and paid in full force and effect against the Company 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 up to the Closing; (iii) none to the Companies’ Knowledge, no Group Company is in violation of any statutory and local authority requirements and obligations or any Law affecting the Properties, which such violation would be likely to result in material liability to any Group Company and no Group Company is in violation of the permitted uses of the Properties, which such violation would be likely to result in material liability to any Group Company; (iv) no Group Company or, to the Knowledge of the CompanyCompanies’ Knowledge, any other party, is is, in any material respect, in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the Knowledge of the CompanyCompanies’ Knowledge, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such breach or default by the such Group Company or, to the Knowledge of the CompanyCompanies’ Knowledge, any other party under such Lease; and no event has occurred that would give rise to a termination right under such Lease; (iv) there are no disputes, oral agreements or forbearance programs in effect as to such Lease; (v) the no Group Company has not assigned, transferred, conveyed, mortgaged, subleased, licensed, deeded in trust or encumbered any interest in the leasehold or subleaseholdsubleasehold and nor has any Group Company agreed to do so; (vi) all facilities leased or subleased thereunder To the Companies’ Knowledge, the Properties are supplied with utilities and other services adequate for the operation of said facilitiesProperties by the Group Companies as currently conducted; (vii) there has been no renunciation of renewal rights by the Group Companies in respect of the Properties, whether contractual or pursuant to Part II of the UK Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; (viii) to the Knowledge of the CompanyCompanies, the Properties leased to the Group Companies pursuant to the Leases are in good operating condition and repair in all material respects, normal wear and tear excepted; (ix) to the Knowledge of the Companies, 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 such Group Company of the property subject thereto; (viiix) to the Knowledge of the Companies, no material construction, alteration or other leasehold improvement work performed by or at the request of a Group Company with respect to the Lease remains to be paid for or performed by the any Group Company;; and (ixxi) the no Group Company is not 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 Financials 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) The Neither the Company does not ownnor its Subsidiaries owns, and or since [**], has never ever owned, any real property. (b) Section 3.10(b3.11(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 delivered made available to Parent the Buyer correct and complete and accurate copies of such Leases, including all amendments and modifications thereto and any guarantees thereof. Neither the Leases. The Company does not nor 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 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 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 Company, 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 its Subsidiaries or, to the Knowledge of the Company, any other party under such Lease; and no event has occurred that would give rise to a termination right under such Lease;; and (iviii) there are no disputes, oral agreements or forbearance programs in effect as to such Lease; (v) neither the Company nor its Subsidiaries has not 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 of the property subject thereto; (viii) no construction, alteration or other leasehold improvement work with respect to the Lease remains to be paid for or performed by the Company; (ix) the Company is not 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 Financials 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 Leaseestate.