Common use of Owned Real Property and Leased Real Property Clause in Contracts

Owned Real Property and Leased Real Property. (a) Except as set forth on Schedule 4.7(a), the Transferred Real Property and the Real Property owned or leased by Skyware is the only Real Property currently used by the Sellers or Skyware in connection with the Business. (b) Subject to the Permitted Liens, except as set forth on Schedule 4.7(b), neither the Sellers nor Skyware have assigned, subleased or otherwise encumbered their rights in any Transferred Real Property Lease or any lease for Real Property leased by Skyware, as the case may be. The Sellers have provided the Purchasers with complete and correct copies of all Transferred Real Property Leases and all leases of Real Property leased by Skyware. No Transferred Real Property Lease and no lease for Real Property leased by Skyware has been modified, changed, altered or amended in any material way from the copy of the Transferred Real Property Lease, or the lease of the Real Property leased by Skyware, as the case may be, delivered to the Purchaser pursuant to this Agreement, nor has any Seller or Skyware received any written notice, or to the Sellers’ Knowledge oral notice, of termination with respect to any material Transferred Real Property Lease or any material lease of Real Property leased by Skyware. To the Sellers’ Knowledge, except as set forth on Schedule 4.7(b), the Transferred Real Property Leases and the leases of Real Property leased by Skyware are in full force and effect. None of the Sellers or Skyware (as applicable) is in default under any material term of the Transferred Real Property Leases, or any lease of Real Property leased by Skyware, as the case may be, nor to the Sellers’ Knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by a Seller or Skyware (as applicable). To the Sellers’ Knowledge, no other party to any Transferred Real Property Lease or any lease of Real Property leased by Skyware is in default thereunder. (c) Subject to the Permitted Liens, a Seller has the right to sell, convey, transfer, assign and deliver the Transferred Owned Real Property to the Purchaser, and at the Closing such Seller shall convey to the Purchaser good and marketable fee simple title to the Transferred Owned Real Property, free and clear of all Liens (other than Permitted Liens). (d) Except as set forth on Schedule 4.7(d), neither the Sellers nor Skyware have received any written, or, to Seller’s Knowledge, oral notices from any Governmental Authority stating or alleging that any improvements or facilities owned by the Sellers or Skyware and located on the Transferred Real Property or the Real Property owned or leased by Skyware, have not been constructed in compliance with applicable Law or are being operated in violation of applicable Law. (e) Except as set forth on Schedule 4.7(e), all facilities located on the Transferred Real Property and the Real Property owned or leased by Skyware are currently supplied with utilities and other services necessary for the current normal operation of said facilities. (f) Neither the Sellers nor Skyware have received any written, or, to the Seller’s Knowledge, oral notice from any Governmental Authority of any pending, threatened or contemplated condemnation proceeding affecting the Transferred Real Property or the Real Property owned or leased by Skyware, or any part thereof. (g) Each of the Sellers and Skyware (as applicable) has maintained all material buildings, structures or other improvements located on the Transferred Real Property and the Real Property owned or leased by Skyware (as applicable), or any portion thereof, in accordance with each Seller’s or Skyware’s (as applicable) customary practices and maintenance of such items had not been deferred beyond a reasonable time period. (h) The Transferred Owned Real Property shall be conveyed to the Purchaser, and the Real Property owned or leased by Skyware shall be accepted by Purchaser, in “as is”, “where is” condition and, except as otherwise set forth in this

Owned Real Property and Leased Real Property. (a) The Real Property listed on Schedule 1.1(a) and Schedule 1.1(b) contain a true and correct list and brief description of all real property used in connection with the business of the Branch Offices. With respect to each parcel of the Owned Real Property, Seller has good and marketable fee title to such parcel of Owned Real Property free and clear of any Encumbrance except for Permitted Encumbrances. With respect to each Leased Real Property, Seller has a good and valid leasehold interest in such Leased Real Property on and subject to the terms of its applicable Real Estate Lease, it being understood that Seller makes no representations or warranties about matters affecting the respective landlords’ fee title to the Leased Real Properties. Except as set forth on Schedule 4.7(a3.21(a), the Transferred Real Property there are no tenants or other parties claiming by, through or under Seller that have a possessory right in and the Real Property owned or leased by Skyware is the only Real Property currently used by the Sellers or Skyware to any space in connection with the Business. (b) Subject to the Permitted Liens, except as set forth on Schedule 4.7(b), neither the Sellers nor Skyware have assigned, subleased or otherwise encumbered their rights in any Transferred Real Property Lease or any lease for Real Property leased by Skyware, as the case may be. The Sellers have provided the Purchasers with complete and correct copies of all Transferred Real Property Leases and all leases of Real Property leased by Skyware. No Transferred Real Property Lease and no lease for Real Property leased by Skyware has been modified, changed, altered or amended in any material way from the copy of the Transferred Real Property Lease, or the lease respect of the Real Property leased by Skyware(all such agreements listed on Schedule 3.21(a), the “Tenant Leases”). Seller has delivered to Buyer a true, correct and complete copy of each Tenant Lease as amended, modified or supplemented as of the date hereof. Each Tenant Lease is an existing legal, valid and binding obligation of Seller and, to Seller’s Knowledge, each other party thereto, subject to bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship and similar laws relating to the rights and remedies of creditors, as the case may be, delivered well as to the Purchaser pursuant to this Agreement, nor has any Seller or Skyware received any written notice, or to the Sellers’ Knowledge oral notice, general principles of termination equity; and there does not exist with respect to any material Transferred Real Property Lease or any material lease of Real Property leased by Skyware. To the Sellers’ Knowledge, except as set forth on Schedule 4.7(b), the Transferred Real Property Leases and the leases of Real Property leased by Skyware are in full force and effect. None of the Sellers or Skyware (as applicable) is in default under any material term of the Transferred Real Property Leases, or any lease of Real Property leased by Skyware, as the case may be, nor to the Sellers’ Knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by a Seller or Skyware (as applicable). To the Sellers’ Knowledge, no other party to any Transferred Real Property Lease or any lease of Real Property leased by Skyware is in default Seller’s obligations thereunder. (c) Subject to the Permitted Liens, a Seller has the right to sell, convey, transfer, assign and deliver the Transferred Owned Real Property to the Purchaser, and at the Closing such Seller shall convey to the Purchaser good and marketable fee simple title to the Transferred Owned Real Property, free and clear of all Liens (other than Permitted Liens). (d) Except as set forth on Schedule 4.7(d), neither the Sellers nor Skyware have received any written, or, to Seller’s Knowledge, oral notices from with respect to the obligations of the tenant thereunder, any Governmental Authority stating default, or alleging that event or condition which constitutes or, after notice or passage of time or both, would constitute a default, on the part of Seller or the tenant under any improvements such Tenant Lease. (b) With respect to the Owned Real Property and the Leased Real Properties: (i) there are no pending or, to Seller’s Knowledge, threatened, condemnation proceedings, claim of violation of zoning laws, governmental investigation, lawsuits, or facilities owned administrative actions relating to the Owned Real Property, Seller’s interest in the Leases or the Leased Real Properties, or, to Seller’s Knowledge, in the case of each Leased Real Property, the real property parcel of which such Leased Real Property forms a part, affecting, or which might affect, adversely in any material respect, the current use, occupancy, or value thereof; (ii) there are no outstanding options or rights of first refusal to purchase any parcel of the Owned Real Property, the Leases or Seller’s interest in the Leased Real Properties, or any portion thereof or interest therein, or, to Seller’s Knowledge, in the case of any Leased Real Property, the real property parcel of which such Leased Real Property forms a part, or any portion thereof or interest therein except, in the case of the Leased Real Properties, such options or rights as set forth in the Leases; (iii) no written notice of any violation of zoning laws, building or fire codes or other statutes, ordinances, or regulations or of restrictive covenants relating to the use or operation of the Real Property has been received by Seller which has not been corrected and, if required, accepted in writing by the Sellers applicable Governmental Entity, and Seller has not undertaken or Skyware completed any construction or improvements on the Real Property within the past 150 days which could result in the imposition of any mechanics, materialmen or other similar liens on the Real Property (other than minor repairs made in the Ordinary Course of Business, all of which have been paid in full); (iv) there is no pending or, to Seller’s Knowledge, contemplated rezoning proceeding or special assessment affecting the Real Property or, to Seller’s Knowledge, in the case of each Leased Real Property, the real property parcel of which such Leased Real Property forms a part; (v) to Seller’s Knowledge, the Real Property is not subject to any special tax valuation or special tax exemption, which upon a change in use or ownership of the Real Property will result in a “rollback tax” or similar assessment, and to Seller’s Knowledge, with respect to any real property parcel of which any Leased Real Property forms a part, such parcel is not subject to any special tax valuation or special tax exemption, which upon a change in use or ownership of such parcel will result in a “rollback tax” or similar assessment that would be payable by Seller under any Lease; (vi) to Seller’s Knowledge, (A) access to the Owned Real Property, and in the case of any Leased Real Property, the real property parcel of which the Leased Real Property forms a part, is available over public streets, (B) all water, sewer, gas, electric, telephone, cable, drainage and other utility equipment, facilities and services required by Applicable Laws or necessary for the current operation of the Real Property are installed, connected and adequate to serve the Real Property for their current use and (C) all branch utility lines servicing the Real Property are located either within the boundaries of the applicable Owned Real Property, or in the case of any Leased Real Property, the real property parcel of which such Leased Real Property forms a part, within lands dedicated to the public use or within recorded easements for such purpose, and are serviced and maintained by the appropriate public or quasi-public entity; (vii) to Seller’s Knowledge, Seller possesses all rights, privileges, licenses, franchises, permits and other authorizations (including certificates of occupancy, if applicable) that are material to the current use, occupancy, and operation of the Real Property; (viii) all permits that are material to the current use, occupancy and operation of the Real Property and, to Seller’s Knowledge, in the case of any Leased Real Property, the real property parcel of which such Leased Real Property forms a part, are in full force and effect and Seller has not received written notice of any pending or threatened revocation, suspension or termination proceedings concerning such permits; (ix) all improvements located on the Transferred Owned Real Property and, to Seller’s Knowledge, on the Leased Real Properties, the roofs thereon, and all mechanical systems (including, without limitation, all HVAC, plumbing, electrical, elevator, security, utility, sprinkler and safety systems) therein, are in good working order, and, to Seller’s Knowledge, are in sound structural condition and free from material defect or deficiency; (x) Seller has not received any written notice (which remains outstanding) from a Governmental Entity or other party alleging the existence of such defect or deficiency as set forth in subclause (ix) of this Section 3.21(b); and (xi) there has been no casualty damage affecting all or any material portion of the Owned Real Property or the Leased Real Property owned or leased by Skyware, have Properties which has not been constructed in compliance restored except for any damage for which either adequate insurance proceeds will be transferred to Buyer at Closing, with applicable Law or are Seller being operated in violation of applicable Law. (e) Except as set forth on Schedule 4.7(e), all facilities located on the Transferred Real Property and the Real Property owned or leased by Skyware are currently supplied with utilities and other services necessary responsible for the current normal operation of said facilities. (f) Neither the Sellers nor Skyware have received any written, deductibles or, to in the Seller’s Knowledge, oral notice from any Governmental Authority case of any pendingLeased Real Property, threatened or contemplated condemnation proceeding affecting the Transferred Real Property or landlord under the Real Property owned or leased by Skyware, or any part thereof. (g) Each of Lease is responsible to restore under the Sellers and Skyware (as applicable) has maintained all material buildings, structures or other improvements located on the Transferred Real Property and the Real Property owned or leased by Skyware (as applicable), or any portion thereof, in accordance with each Seller’s or Skyware’s (as applicable) customary practices and maintenance terms of such items had not Lease and which damage has been deferred beyond a reasonable time perioddisclosed to Buyer. (h) The Transferred Owned Real Property shall be conveyed to the Purchaser, and the Real Property owned or leased by Skyware shall be accepted by Purchaser, in “as is”, “where is” condition and, except as otherwise set forth in this

Owned Real Property and Leased Real Property. Schedule 3.13(a)(i) contains a complete and accurate list of all real property in which an Acquired Company is the record owner of the surface of such real property (a) Except as set forth on Schedule 4.7(athe “Owned Real Property”), and Schedule 3.13(a)(ii) contains a complete and accurate list of all real property, including mineral rights, leased or subleased by an Acquired Company (collectively, the Transferred “Leased Real Property”). Collectively the Owned Real Property and the Leased Real Property owned are the “Real Property.” Seller has delivered or leased by Skyware is the only Real Property currently used by the Sellers or Skyware in connection with the Business. (b) Subject made available to the Permitted LiensPurchaser true, except as set forth on Schedule 4.7(b), neither the Sellers nor Skyware have assigned, subleased or otherwise encumbered their rights in any Transferred Real Property Lease or any lease for Real Property leased by Skyware, as the case may be. The Sellers have provided the Purchasers with accurate and complete and correct copies of all Transferred of the deeds, leases and other instruments (as recorded, including all amendments thereto) to which an Acquired Company is a party, and copies of all title opinions, maps and surveys in the possession of the Acquired Companies relating to such Real Property. The Owned Real Property Leases includes the surface estate only and all leases of does not include any coal or mineral estate. The Real Property leased by Skyware. No Transferred Real Property Lease and no lease for Real Property leased by Skyware has been modifiedincludes all real property (surface, changed, altered coal or amended in any material way from otherwise) necessary to conduct the copy business of the Transferred Real Property Lease, or Acquired Companies as currently conducted in the lease Ordinary Course of Business on the Real Property leased by Skyware, as the case may be, delivered to the Purchaser pursuant to this Agreement, nor has any Seller or Skyware received any written notice, or to the Sellers’ Knowledge oral notice, of termination with respect to any material Transferred Real Property Lease or any material lease of Real Property leased by Skyware. To the Sellers’ Knowledge, except as set forth on Schedule 4.7(b), the Transferred Real Property Leases and the leases of Real Property leased by Skyware are in full force and effectClosing Date. None of the Sellers or Skyware (as applicable) is Acquired Companies has any interest in default under any material term other real property other than the Real Property. The Acquired Companies have good and marketable title to the surface of the Transferred Real Property Leases, or any lease of Real Property leased by Skyware, as the case may be, nor to the Sellers’ Knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by a Seller or Skyware (as applicable). To the Sellers’ Knowledge, no other party to any Transferred Real Property Lease or any lease of Real Property leased by Skyware is in default thereunder. (c) Subject to the Permitted Liens, a Seller has the right to sell, convey, transfer, assign and deliver the Transferred Owned Real Property to the Purchaser, and at the Closing such Seller shall convey to the Purchaser good and marketable fee simple leasehold title to the Transferred Owned Leased Real Property, free and clear of any Liens, but subject to the Permitted Exceptions. Except as provided in the respective Coal Leases, each Coal Lease demising the Leased Real Property to the Acquired Companies demises all Liens of the coal in such lands covered by the applicable Coal Lease. No third parties (other than Permitted Liens). (dthe landlords or sub-landlords under the Coal Leases covering the Leased Real Property) Except as set forth have any right to receive any royalties or other compensation in respect of the coal mined on Schedule 4.7(d)the Leased Real Property by the Acquired Companies. Each Coal Lease demising the Leased Real Property is senior and superior of record, neither the Sellers nor Skyware have received any written, orboth in time and right, to Sellerany monetary Lien that encumbers either a Fee Owner’s Knowledge, oral notices from any Governmental Authority stating or alleging that any improvements or facilities owned by the Sellers or Skyware and located on the Transferred Real Property or the Real Property owned or leased by Skyware, have not been constructed in compliance with applicable Law or are being operated in violation of applicable Law. (e) Except as set forth on Schedule 4.7(e), all facilities located on the Transferred Real Property and the Real Property owned or leased by Skyware are currently supplied with utilities and other services necessary for the current normal operation of said facilities. (f) Neither the Sellers nor Skyware have received any written, or, to the Seller’s Knowledge, oral notice from any Governmental Authority of any pending, threatened or contemplated condemnation proceeding affecting the Transferred Real Property or the Real Property owned or leased by Skywarefee simple coal interests in, or any part thereof. (g) Each of a Sub-landlord’s coal leasehold of, the Sellers and Skyware (as applicable) has maintained all material buildings, structures or other improvements located on the Transferred Leased Real Property and the Real Property owned or leased by Skyware (as applicable), or any portion thereof, in accordance with each Seller’s or Skyware’s (as applicable) customary practices and maintenance of such items had not been deferred beyond a reasonable time period. (h) The Transferred Owned Real Property shall be conveyed to the PurchaserProperty, and the foreclosure of any such monetary Liens will not, by operation of law or otherwise, terminate such Coal Lease or dispossess the Acquired Company of its rights in the Leased Real Property owned or leased by Skyware shall be accepted by Purchaser, in “as is”, “where is” condition and, except as otherwise set forth in thisunder such Coal Lease.

Owned Real Property and Leased Real Property. (a) Schedule 4.8 includes a list of the real property, including legal descriptions thereof, owned by the Seller or any of its Subsidiaries (other than the Excluded Buildings and the W▇▇▇▇) (under the heading "Owned Real Property") and, other than the W▇▇▇▇, the real property leased by the Seller or any of its Subsidiaries (under the heading "Leased Real Property"), including all leases, subleases, licenses, rail -related transportation agreements, and other occupancy agreements (and all modifications, extensions or amendments thereof) related to the Transferred Owned Real Property or Leased Real Property (the "Real Property Leases"), and in each case, used solely or primarily in connection with the operation of the Business. Except as set forth on Schedule 4.7(a)4.8 and except for the W▇▇▇▇, the Transferred Owned Real Property and the Leased Real Property owned or leased by Skyware is the only Real Property real property currently used by the Sellers or Skyware Seller and its Subsidiaries in connection with the Business. (b) Subject to Each of the Permitted Liens, except as set forth on Schedule 4.7(b), Real Property Leases is in full force and effect and neither the Sellers Seller nor Skyware have any of its Subsidiaries has assigned, subleased or otherwise encumbered their its rights in any Transferred Real Property Lease or any lease for Real Property leased by Skyware, as the case may be. The Sellers have provided the Purchasers with complete and correct copies of all Transferred Real Property Leases and all leases of Real Property leased by Skyware. No Transferred Real Property Lease and no lease for Real Property leased by Skyware has been modified, changed, altered or amended in any material way from the copy of the Transferred Real Property Lease, or the lease of the Real Property leased by Skyware, as the case may be, delivered to the Purchaser pursuant to this Agreement, nor has any Seller or Skyware received any written notice, or to the Sellers’ Knowledge oral notice, of termination with respect to any material Transferred Real Property Lease or any material lease of Real Property leased by Skyware. To the Sellers’ Knowledge, except as set forth on Schedule 4.7(b), the Transferred Real Property Leases and the leases of Real Property leased by Skyware are in full force and effect. None of the Sellers or Skyware (as applicable) is in default under any material term of the Transferred Real Property Leases, or any lease of Real Property leased by Skyware, as the case may be, nor to the Sellers’ Knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise to such a default by a Seller or Skyware (as applicable). To the Sellers’ Knowledge, no other party to any Transferred Real Property Lease or any lease of Real Property leased by Skyware is in default thereunder. (c) Subject to the Permitted Liens, a the Seller (or another Seller Party) has the right to sell, convey, transfer, assign and deliver the Transferred Owned Real Property owned by it to the PurchaserPurchaser (or the applicable Purchaser Designee), and at the Closing such the Seller shall, or shall cause another Seller Party to, convey to the Purchaser (or the applicable Purchaser Designee) good and marketable fee simple title (or the equivalent under Dutch law) to the Transferred Owned Real Property, free and clear of all Liens and Encumbrances (other than Permitted Liens). Other than the Permitted Liens, the Seller Parties have good and marketable fee simple to all Transferred Owned Real Property, free and clear of Encumbrances. (d) Except as set forth on Schedule 4.7(d), neither There is no material construction ongoing at any parcel of the Sellers nor Skyware have received any written, Transferred Owned Real Property or, as of the date of this Agreement, at the Leased Real Property. Neither the Seller nor any of its Subsidiaries are in default of the payment of any monies to Seller’s Knowledgeany contractor, oral notices from subcontractor or materialman for labor or materials performed, rendered or supplied to or in connection with any Governmental Authority stating or alleging that any improvements or facilities owned by the Sellers or Skyware and located on parcel of the Transferred Owned Real Property or the Leased Real Property owned or leased by Skyware, have not been constructed in compliance with applicable Law or are being operated in violation of applicable Lawfor which such person could claim a Lien. (e) Except as set forth on Schedule 4.7(eIn relation to the Transferred Owned Real Property located in the Netherlands, (i) neither the Seller nor any of its Subsidiaries has received written notice with respect to such Transferred Owned Real Property pursuant to the Municipalities Pre -emptive Rights Act (Wet voorkeursrecht gemeenten), all facilities located on (ii) neither the Seller nor any of its Subsidiaries has received written notice that such Transferred Owned Real Property and the Real Property owned has been included in a designation as referred to in Section 2 or leased 8 of that Act or in a proposal as referred to in Section 6 or 8a of that Act and, (iii) except as contemplated by Skyware are currently supplied with utilities and other services necessary for the current normal operation of said facilities. (f) Neither the Sellers nor Skyware have received any written, orSection 6.28, to the Seller’s Knowledge's knowledge, oral notice from there is no intention by any Governmental Authority of any pending, threatened to expropriate or contemplated condemnation proceeding affecting repurchase the Transferred Real Property or the Real Property owned or leased by Skyware, or any part thereof. (g) Each of the Sellers and Skyware (as applicable) has maintained all material buildings, structures or other improvements located on the Transferred Real Property and the Real Property owned or leased by Skyware (as applicable), or any portion thereof, in accordance with each Seller’s or Skyware’s (as applicable) customary practices and maintenance of such items had not been deferred beyond a reasonable time period. (h) The Transferred Owned Real Property shall be conveyed to the Purchaser, and the Real Property owned or leased by Skyware shall be accepted by Purchaser, in “as is”, “where is” condition and, except as otherwise set forth in thisProperty.

Owned Real Property and Leased Real Property. (a) The Disclosure Schedule lists all of the real estate in which any of the CD Int Subsidiaries holds a fee simple interest (or an equivalent interest under the laws of Canada or the United Kingdom) (all of such real estate described in the Disclosure Schedule is referred to herein as the "Owned Real Property"). Ceridian does not have any fee simple interest in (or equivalent thereof under the laws of Canada or the United Kingdom) any real estate used in the CD Int Business. Except as set forth on Schedule 4.7(a)the Disclosure Schedule, the Transferred Real Property and the Real Property owned or leased by Skyware is the only Real Property currently used by the Sellers or Skyware in connection with the Business. (b) Subject to the Permitted Liens, except as set forth on Schedule 4.7(b), neither the Sellers nor Skyware have assigned, subleased or otherwise encumbered their rights in any Transferred Real Property Lease or any lease for Real Property leased by Skyware, as the case may be. The Sellers have provided the Purchasers with complete and correct copies of all Transferred Real Property Leases and all leases of Real Property leased by Skyware. No Transferred Real Property Lease and no lease for Real Property leased by Skyware has been modified, changed, altered or amended in any material way from the copy each of the Transferred Real Property Lease, or the lease of the Real Property leased by SkywareCD Int Subsidiaries, as the case may be, delivered has good and valid fee simple title (or an equivalent interest under the laws of Canada or the United Kingdom) to the Purchaser Owned Real Property and owns all of the improvements located thereon, subject only to the Permitted Exceptions. For purposes of this Agreement, "Permitted Exceptions" means: (i) Liens (as hereinafter defined) for taxes or governmental assessments, charges or claims the payment of which is not yet due, or for taxes the validity of which is being contested in good faith; (ii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other similar persons and other Liens imposed by applicable law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith; (iii) Liens encumbering the Owned Real Property or leased real property which are disclosed in any preliminary title report or title opinion (or in any update of the same as of the Closing Date) or which a current accurate survey of the Owned Real Property or leased real property would reveal; provided that such Liens do not materially interfere with or materially impair the current use of the Owned Real Property or leased real property; (iv) all CD Int Leases, Contracts and CD Int Subsidiary Leases (as hereinafter defined); (v) with respect to any asset which consists of a leasehold estate or possessory interest in real property, all Liens and other title matters to which the underlying fee estate in such real property is subject; provided that to Seller's knowledge such Liens do not materially interfere with or materially impair the current use of such leased real property; (vi) Liens on any Assets in favor of U.S., Canadian or United Kingdom Governments, but only to the extent such Liens secure liabilities arising out of or directly relating to Government Contracts (as hereinafter defined); (vii) Liens securing the executory obligations of Seller or the CD Int Subsidiaries under any lease that constitutes a "capital lease" under GAAP; (viii) security interests granted in the ordinary course of business to the lessors of leased equipment in respect of such leased equipment; (ix) liens on advances or progress payments to secure performance of Contracts; (x) statutory or common law lien rights of setoff ordinarily available to financial institutions; (xi) the rights and interests of Buyer or any Affiliate of Buyer as provided in this Agreement or any agreement entered into pursuant to this Agreement; and (xii) the reservations, nor has limitations, exceptions, provisos and conditions, if any, expressed in any Seller or Skyware received any written noticeoriginal grants from the Crown. "Lien" shall mean, or to the Sellers’ Knowledge oral notice, of termination with respect to any material Transferred Real Property Lease asset, any mortgage, charge, statutory trust, deed of trust, lien, pledge, encumbrance, lease, sublease, license, occupancy agreement, easement, right-of-way, adverse claim or interest covenant, encroachment, burden, title defect, option, restriction or limitation of any material lease nature whatsoever, and any change or security interest in or on such asset, or the interest of Real Property leased by Skyware. To the Sellers’ Knowledge, except as set forth on Schedule 4.7(b), the Transferred Real Property Leases and the leases of Real Property leased by Skyware are in full force and effect. None of the Sellers a vendor or Skyware (as applicable) is in default lessor under any material term of the Transferred Real Property Leasesconditional sale agreement, capital lease or any lease of Real Property leased by Skyware, as the case may be, nor to the Sellers’ Knowledge, has any event occurred which, with notice or the passage of time, or both, would give rise title retention agreement relating to such a default by a Seller or Skyware (as applicable)asset. To the Sellers’ Knowledge, no other party to any Transferred Real Property Lease or any lease of Real Property leased by Skyware is in default thereunder. (c) Subject to the Permitted Liens, a Seller has the right to sell, convey, transfer, assign and deliver the Transferred The Owned Real Property to constitutes all of the Purchaser, real property owned by the CD Entities and at exclusively used in the Closing such Seller shall convey to the Purchaser good and marketable fee simple title to the Transferred Owned Real Property, free and clear of all Liens (other than Permitted Liens). (d) CD Int Business. Except as set forth on Schedule 4.7(d)in the Disclosure Schedule, neither the Sellers nor Skyware have received any written, or, to Seller’s Knowledge, oral notices from any Governmental Authority stating or alleging that any improvements or facilities owned by the Sellers or Skyware and located on the Transferred Real Property or the Real Property owned or leased by Skyware, have not been constructed in compliance with applicable Law or are being operated in violation of applicable Law. (e) Except as set forth on Schedule 4.7(e), all facilities located on the Transferred Real Property and the Real Property owned or leased by Skyware are currently supplied with utilities and other services necessary for the current normal operation of said facilities. (f) Neither the Sellers nor Skyware have received any written, or, to the Seller’s Knowledge, oral notice from any Governmental Authority of any pending, threatened or contemplated condemnation proceeding affecting the Transferred Real Property or the Real Property owned or leased by Skyware, or any part thereof. (g) Each none of the Sellers and Skyware (as applicable) has maintained all material buildings, structures or other improvements located on the Transferred Real Property and the Real Property owned or leased by Skyware (as applicable), or any portion thereof, in accordance with each Seller’s or Skyware’s (as applicable) customary practices and maintenance of such items had not been deferred beyond a reasonable time period. (h) The Transferred Owned Real Property shall be conveyed is subject to the Purchaser, and the any right or option of any other person to purchase or lease or otherwise obtain title to or an interest in such Owned Real Property owned or leased by Skyware shall be accepted by Purchaser, in “as is”, “where is” condition and, except as otherwise set forth in thisProperty.