Common use of Real Property; Assets Clause in Contracts

Real Property; Assets. (a) The Company does not currently and has never owned any real property. (b) Section 4.20 of the Disclosure Schedule contains an accurate and complete list of all real property leased by the Company (the “Leased Real Property”). The Company has made available to Purchaser accurate and complete copies of the leases, subleases and occupancy agreements (including all modifications, amendments, supplements, waivers and side letters thereto) for the Leased Real Property to which the Company is a party (the “Real Estate Lease Documents”), and such deliverables comprise all Real Estate Lease Documents relating to the Leased Real Property. (c) Each Real Estate Lease Document (i) is a legal, valid, binding and enforceable obligation of the Company, as applicable, and each such lease is in full force and effect, (ii) has not been amended or modified except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to Purchaser and (iii) except as would not, individually or in the aggregate, be material to the Company, covers the entire estate it purports to cover, and upon the consummation of the Contemplated Transactions, will entitle the Company to the use (subject to the terms of the respective Real Estate Lease Documents in effect with respect to the Leased Real Property), occupancy and possession of the premises to the extent specified in the Real Estate Lease Documents for the purpose specified in the Real Estate Lease Documents. (d) No material default by (i) the Company or (ii) to the Knowledge of Sellers, any landlord or sub-landlord, as applicable, presently exists under any Real Estate Lease Documents. The Company has not received written or, to the Knowledge of Sellers, oral notice of any material default under any Real Estate Lease Document. To the Knowledge of Sellers, no event has occurred that, and no condition exists which, with notice or lapse of time or both, would constitute a material default under any Real Estate Lease Document by the Company (as tenant, subtenant or sub-subtenant, as applicable) or by the other parties thereto. The Company has not subleased or otherwise granted any Person the right to use or occupy any Leased Real Property which is still in effect. The Company has not collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein which is still in effect. Except for the Permitted Liens, there exist no Liens affecting the Leased Real Property created by, through or under the Company. (e) With respect to each Real Estate Lease Document, neither the Company nor its Subsidiaries holds a contractual right or obligation to purchase or acquire any material real estate interest. (f) Neither the Company nor its Subsidiaries has received any written notice that remains outstanding as of the date of this Agreement that the current use and occupancy of the Leased Real Property and the Improvements (i) are prohibited by any Lien or Applicable Law or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property. (g) There are no structural, mechanical or other defects affecting the buildings, plants, structures and fixtures owned or leased by the Company (the “Improvements”) (including, without limitation, inadequacy for normal use of mechanical, electrical, heating, air conditioning, drainage, sewer, water or plumbing systems) that would reasonably be expected to have a material adverse effect on the Company’s use, occupancy or operation thereof and such Improvements, and all machinery, equipment, vehicles, trucks, highway tractors and railroad equipment owned by the Company are in good operating condition and repair in all material respects, ordinary wear and tear excepted, and are reasonably adequate in all material respects for the uses to which they are being put.

Real Property; Assets. (a) The Company does Group Companies do not currently own, and has never have not since December 31, 2022 owned any real propertyproperty (the “Owned Real Property”). (b) Section 4.20 of the Disclosure Schedule 3.19(b) contains an accurate a true, correct and complete list of all real property leased by Leased Real Property and the Company addresses of such Leased Real Property (the leases or subleases, including any amendment, renewal, extension or other agreement with respect thereto, which are referred to as “Leased Real PropertyEstate Lease Documents”). The Company has made available to Purchaser accurate SPAC true, correct and complete copies of the leases, subleases and occupancy agreements (including all modifications, amendments, supplements, waivers and side letters thereto) for the Leased Real Property to which the Company is a party (the “Real Estate Lease Documents”), and such deliverables comprise all Real Estate Lease Documents relating to the Leased Real Property. (c) Each The Group Companies have valid leasehold interests in each Leased Real Property, and each of the Real Estate Lease Document Documents (i) is a legal, valid, binding and enforceable obligation of the CompanyCompany or its Subsidiaries, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to the Enforceability Exceptions, and each such lease Real Estate Lease Document is in full force and effect, and (ii) has not been amended or modified except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to Purchaser and (iii) except as would not, individually or in the aggregate, not be material to the Companyapplicable Group Companies, covers the entire estate it purports to cover, and upon the consummation of the Contemplated Transactions, will entitle the Company to the use (subject to the terms of the respective Real Estate Lease Documents in effect with respect to the Leased Real Property), occupancy and possession of the premises to the extent specified in the Real Estate Lease Documents for the purpose specified in the Real Estate Lease Documents. (d) No monetary or material non-monetary default by (i) the Company or its Subsidiaries or (ii) to the Knowledge knowledge of Sellersthe Company, any landlord or sub-landlord, as applicableother party thereto, presently exists under any Real Estate Lease Documents. The Neither the Company nor its Subsidiaries has not received written or, to the Knowledge knowledge of Sellersthe Company, oral notice of any monetary or material non-monetary default under any Real Estate Lease DocumentDocument which default has not been cured or waived. To the Knowledge knowledge of Sellersthe Company, no event has occurred that, and no condition exists which, with notice or lapse of time or both, would constitute a monetary or material non-monetary default under any Real Estate Lease Document by the Company (as tenant, subtenant or sub-subtenant, as applicable) its Subsidiaries or by the other parties thereto. The Neither the Company nor its Subsidiaries has not subleased or otherwise granted any Person the right to use or occupy any Leased Real Property Property, which sublease or grant is still in effect. The Neither the Company nor its Subsidiaries has not collaterally assigned or granted any other security interest in the Leased Real Property or any interest therein which security interest is still in effect. Except for the Permitted LiensLiens and except as set forth on Schedule 3.19(d), there exist no Liens affecting the Leased Real Property created by, through or under the CompanyProperty. (e) With respect to each The Real Estate Lease Document, neither Property constitutes all of the real property utilized by the Company nor and its Subsidiaries holds a contractual right or obligation to purchase or acquire any material real estate interestin the operation of the Business as currently conducted. (f) Neither The Group Companies have good and valid title to the Company nor its Subsidiaries has received any written notice that remains outstanding as non-Real Property assets of the date of this Agreement that the current use and occupancy of the Leased Real Property and the Improvements (i) are prohibited by any Lien or Applicable Law or (ii) are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real PropertyGroup Companies. (g) There are no structural, mechanical or other defects affecting the buildings, plants, structures and fixtures owned or leased by the Company (the “Improvements”) (including, without limitation, inadequacy for normal use of mechanical, electrical, heating, air conditioning, drainage, sewer, water or plumbing systems) that would reasonably be expected to have a material adverse effect on the Company’s use, occupancy or operation thereof and such Improvements, and all machinery, equipment, vehicles, trucks, highway tractors and railroad equipment owned by the Company are in good operating condition and repair in all material respects, ordinary wear and tear excepted, and are reasonably adequate in all material respects for the uses to which they are being put.