Common use of Real Property and Assets Clause in Contracts

Real Property and Assets. (a) The Company or its Subsidiaries have good and valid fee title (or the non-U.S. equivalent of good and valid fee title) to or, with respect to leased real property, a valid leasehold interest in, all of the Company Real Property and all material tangible personal property and other material tangible assets reflected in the Company Balance Sheet (except for any such properties and assets sold or otherwise disposed of since the date of the Company Balance Sheet in the ordinary course of business). All Company Real Property and such other tangible personal properties and tangible assets are free and clear of all Liens, except for Permitted Liens. (b) Section 3.11(b) of the Company Disclosure Letter sets forth a list of all real property or interests in real property owned, leased or subleased by the Company or any of its Subsidiaries as of the date hereof that are material to the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Real Property”), and the locations of such premises. As of the date hereof, the Company has made available to the Purchaser true and complete copies of each Company Real Property Lease. (c) Each Company Real Property Lease is a valid and binding obligation of the Company or one of its Subsidiaries party thereto and, to the Knowledge of the Company, the other party thereto, enforceable in accordance with its terms, except as may be limited by the General Enforceability Exceptions. To the Knowledge of the Company, none of the Company, any of its Subsidiaries or any other party under any Company Real Property Lease is in material default under any Company Real Property Lease, and no event has occurred that, with notice or lapse of time or both, would constitute a material default under any Company Real Property Lease. No written notice of any default under any Company Real Property Lease, which default remains uncured, has been sent or received by the Company or by any of its Subsidiaries. (d) To the Knowledge of the Company, the Company or any of its Subsidiaries, as applicable, has obtained all certificates of occupancy and other permits or approvals required from any Governmental Authority with respect to the use and occupancy of the Company Real Property, except where a failure to obtain any such certificate or other permit or approval would not be material to the operations of the Company and its Subsidiaries, taken as a whole. (e) To the Knowledge of the Company, the Company Real Property and all plants, buildings and improvements located thereon conform in all material respects to all applicable building codes and zoning ordinances or Laws, and the Company has not received any written notice of any: (i) material violations of building codes and/or zoning ordinances or Laws affecting the Company Real Property; (ii) existing, pending or, to the Knowledge of the Company, threatened in writing condemnation proceedings affecting the Company Real Property; or (iii) existing, pending or, to the Knowledge of the Company, threatened zoning, building code or other moratorium proceedings, which would not be material to the operations of the Company and its Subsidiaries, taken as a whole. (f) The Company or any of its Subsidiaries, as applicable, has not violated any covenant, condition, restriction, easement, agreement or order affecting any portion of the Company Real Property, except where any such violation, individually or in the aggregate, would not be material to the operations of the Company and its Subsidiaries, taken as a whole. (g) There are no outstanding loans or material grants or subsidies granted to, or in favour of, the Company or any of its Subsidiaries in connection with any Company Real Property.

Real Property and Assets. (a) The No Acquired Company or its Subsidiaries owns any real property. Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, the Acquired Companies have good and valid fee title leasehold interests in each parcel of real property leased by or licensed to the Acquired Companies (or the non-U.S. equivalent of good and valid fee title“Company Leased Real Property”). Section 3.11(a) to or, with respect to leased real property, a valid leasehold interest in, all of the Company Disclosure Schedule contains a true, correct and complete list of each item of Company Leased Real Property, including the street address of the Company Leased Real Property and all material tangible personal property and other material tangible assets reflected in the Company Balance Sheet (except for any such properties and assets sold or otherwise disposed of since the date name of the third party lessor thereof. (b) The Company Balance Sheet in the ordinary course of business). All Company Leased Real Property and such other tangible personal properties and tangible assets are free and clear of all is not subject to any Liens, except for Permitted Liens. (b) Section 3.11(b) of the Company Disclosure Letter sets forth a list of all real property or interests in real property owned, leased or subleased by the Company or any of its Subsidiaries as of the date hereof that are material to the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Real Property”), and the locations of such premises. As of the date hereof, the No Acquired Company has made available to the Purchaser true and complete copies of each Company Real Property Lease. (c) Each Company Real Property Lease is a valid and binding obligation of the Company or one of its Subsidiaries party thereto and, to the Knowledge of the Company, the other party thereto, enforceable in accordance with its terms, except as may be limited by the General Enforceability Exceptions. To the Knowledge of the Company, none of the Company, any of its Subsidiaries or any other party under any Company Real Property Lease is in material default under any Company Real Property Lease, and no event has occurred that, with notice or lapse of time or both, would constitute a material default under any Company Real Property Lease. No written notice of any default under any Company Real Property Lease, which default remains uncured, has been sent or received by the Company or by any of its Subsidiaries. (d) To the Knowledge of the Company, the Company or any of its Subsidiaries, as applicable, has obtained all certificates of occupancy and other permits or approvals required from any Governmental Authority with respect to the use and occupancy of the Company Real Property, except where a failure to obtain any such certificate or other permit or approval would not be material to the operations of the Company and its Subsidiaries, taken as a whole. (e) To the Knowledge of the Company, the Company Real Property and all plants, buildings and improvements located thereon conform in all material respects to all applicable building codes and zoning ordinances or Laws, and the Company has not received any written notice of any: (i) a material violations violation of building codes and/or any ordinances, regulations or building, zoning ordinances or Laws affecting other similar laws with respect to the Company Leased Real Property; (ii) existing. No Acquired Company has received any written notice of any expiration of, pending expiration of, changes to, or pending changes to any material entitlement relating to the Company Leased Real Property and there is no material condemnation, special assessment or the like pending or, to the Knowledge of the Company, threatened in writing condemnation proceedings affecting the Company Real Property; or (iii) existing, pending or, with respect to the Knowledge of the Company, threatened zoning, building code or other moratorium proceedings, which would not be material to the operations any of the Company and its Subsidiaries, taken as a wholeLeased Real Property. (fc) The Company Acquired Companies have delivered to Buyer accurate and complete copies of the each lease, sublease, license or any of its Subsidiaries, as applicable, has not violated any covenant, condition, restriction, easement, other occupancy agreement or order affecting any portion arrangement relating to the Company Leased Real Property, together with all amendments, modifications and supplements thereto (each, a “Real Property Lease”). Section 3.11(c) of the Company Disclosure Schedule lists each Real Property Lease. With respect to the Company Leased Real Property, except where any such violation, individually or as set forth in the aggregate, would not be material to the operations Section 3.11(c) of the Company and its SubsidiariesDisclosure Schedule, taken as a wholethe Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Company Leased Real Property. (gd) There Other than with respect to Intellectual Property Rights and Technology (which are no outstanding loans or material grants or subsidies granted to, or in favour ofthe subject of Section 3.13), the Company Acquired Companies have good and marketable, indefeasible and valid interests in, all material assets (whether personal, tangible or any of its Subsidiaries intangible) used or leased for use by the Acquired Companies in connection with the conduct of the Acquired Companies’ business. None of such assets is subject to any Lien, except: (i) Liens disclosed on the Balance Sheet; (ii) statutory Liens for current Taxes not yet due and payable or the validity or amount of which is being contested in good faith by appropriate proceedings and for which adequate accruals or reserves have been established on the Balance Sheet; (iii) statutory Liens in favor of landlords, workmen, repairmen, warehousemen and carriers and other similar Liens incurred in the ordinary course of business for sums not yet due and payable; or (iv) Liens which do not materially detract from the value or materially interfere with any present or intended use of such property or assets (clauses (i) through (iv) of this Section 3.11(d) are, collectively, the “Permitted Liens”). (e) The property and assets owned or leased by the Acquired Companies, or which any Acquired Company Real Propertyotherwise has the right to use, constitute all of the property and assets used or held for use in connection with the businesses of the Acquired Companies and are adequate to conduct such business as currently conducted.