Common use of Personal and Real Property Clause in Contracts

Personal and Real Property. (a) Each Group Company validly owns or leases all: (1) assets, whether personal or real, tangible or intangible, which are material to the operation of the Business, subject only to disposals in the ordinary course of business since the Reference Date; (2) real property the net book value of which exceeds US$500,000 as reflected in the Audited Consolidated Accounts are owned free and clear of any Encumbrance, other than as collateral security for liabilities set forth in the Audited Consolidated Accounts (including in connection with the Existing Facilities) or for liabilities incurred in the ordinary course of business, or for easements, servitude or similar encumbrances that do not significantly restrict the current use of such real property; (3) items of machinery and equipment of the Group Companies of which the net book value exceeds US$500,000 as reflected in the Audited Consolidated Accounts are not subject to any Encumbrance, other than as collateral security for liabilities set forth in the Audited Consolidated Accounts (including in connection with the Existing Facilities) or for liabilities incurred in the ordinary course of business or for Encumbrances that do not significantly restrict the current use of such assets. (b) Schedule 7.2.7(b) of the Disclosure Letter identifies each lease agreement in respect of real property providing for a yearly rental payment in excess of US$500,000 per property, to which a Group Company is a party (whether as a landlord or tenant). (c) Schedule 7.2.7(c) of the Disclosure Letter sets forth each lease agreement in respect of items of machinery and equipment, providing for a yearly rental payment in excess of US$500,000, to which a Group Company (whether as a lessor or a lessee) is a party. (d) None of the Group Companies has received any written notice from any party to any of the lease agreements referred to in Clause 7.2.7(b) and Clause 7.2.7(c) of such party’s intent to terminate any such agreement prior to the end of such agreement’s term.