Common use of Real Property; Personal Property Clause in Contracts

Real Property; Personal Property. (a) Section 4.20(a) of the Parent Disclosure Schedule sets forth a true and complete list of the address of each owned and leased Parent Real Property. The Parent Entities and their respective Subsidiaries have good and marketable title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property (including all buildings, fixtures and other improvements) used by the business of the Parent Entities and their respective Subsidiaries (the “Parent Real Property”) and the ownership of or leasehold interest in any Parent Real Property is not subject to any Lien (except in all cases for Permitted Liens). Neither the Parent Entities nor any of their respective Subsidiaries have leased, subleased, licensed, sublicensed or otherwise granted to any Person the right to use or occupy any Parent Real Property or any portion of Parent Real Property, other than the right of the Company pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase any Parent Real Property or any portion of or interest, and except for this Agreement, neither the Parent Entities nor any of their respective Subsidiaries are parties to any Contract to sell, transfer, or encumber any Parent Real Property. (b) Each of the leases, subleases and other agreements under which the Parent Entities or any of their respective Subsidiaries use or occupy or have the right to use or occupy, now or in the future, any Parent Real Property (the “Parent Real Property Leases”) is valid and binding (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). No termination event or breach or default on the part of each of the Parent Entities or their respective Subsidiaries exists under any Parent Real Property Lease and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a termination event or breach or default under any Parent Real Property Lease. Neither the Parent Entities nor any of their respective Subsidiaries have collaterally assigned or granted any other security interest in any Parent Real Property Lease or any interest therein. Parent has made available to the Company, true and complete copies of each Parent Real Property Lease document (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto). (c) (i) The Parent Entities and their respective Subsidiaries have good and marketable title to, or a valid and enforceable leasehold interest in, all material Parent Assets and (ii) none of Parent’s or any of its Subsidiaries’ ownership of or leasehold interest in any such material Parent Assets is subject to any Liens (except in all cases for Permitted Liens).

Real Property; Personal Property. (a) Section 4.20(a) of the Parent Purchaser Disclosure Schedule sets forth a true and complete list of the address of for each owned and leased Parent Purchaser Real PropertyProperty of the Company and its Subsidiaries. The Parent Entities Purchaser and their respective its Subsidiaries have good and marketable title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property (including all buildings, fixtures and other improvements) used by the business of the Parent Entities Purchaser and their respective its Subsidiaries (the “Parent Purchaser Real Property”) and the ownership of or leasehold interest in any Parent Purchaser Real Property is not subject to any Lien (except in all cases for Permitted Liens). Neither the Parent Entities Purchaser nor any of their respective its Subsidiaries have leased, subleased, licensed, sublicensed or otherwise granted to any Person the right to use or occupy any Parent Purchaser Real Property or any portion of Parent Purchaser Real Property, other than the right of the Company pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase any Parent Purchaser Real Property or any portion of or interest, and except for this Agreement, neither the Parent Entities Purchaser nor any of their respective its Subsidiaries are parties to any Contract to sell, transfer, or encumber any Parent Purchaser Real Property. (b) Each of the leases, subleases subleases, and other agreements under which the Parent Entities Purchaser or any of their respective its Subsidiaries use or occupy or have the right to use or occupy, now or in the future, any Parent Purchaser Real Property (the “Parent Purchaser Real Property Leases”) is valid and binding (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). No termination event or breach or default on the part of each of the Parent Entities Purchaser or their respective its Subsidiaries exists under any Parent Purchaser Real Property Lease and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a termination event or breach or default under any Parent Purchaser Real Property Lease. Neither the Parent Entities Purchaser nor any of their respective its Subsidiaries have collaterally assigned or granted any other security interest in any Parent Purchaser Real Property Lease or any interest therein. Parent Purchaser has made available to the Company, Company and the Sellers true and complete copies of each Parent Purchaser Real Property Lease document (including all amendments, extensions, renewals, guaranties guaranties, and other agreements with respect thereto). (c) (i) The Parent Entities Purchaser and their respective its Subsidiaries have good and marketable title to, or a valid and enforceable leasehold interest in, all material Parent Assets and Purchaser Assets. (iid) none None of ParentPurchaser’s or any of its Subsidiaries’ ownership of or leasehold interest in any such material Parent Purchaser Assets is subject to any Liens (except in all cases for Permitted Liens).

Real Property; Personal Property. (a) Section 4.20(aNo Seller nor any Subsidiary owns any real property related to the Business. (b) of the Parent Disclosure Schedule 3.6(b) sets forth a true complete and complete correct list and description of the address of each owned and leased Parent Real Property. The Parent Entities and their respective Subsidiaries have good and marketable title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property (including all buildings, fixtures that is leased by a Seller or any Subsidiary and other improvements) used by in the business conduct of the Parent Entities Business, the Leases pursuant to which such real property is leased, together with any right, title and their respective Subsidiaries interest of the Sellers in and to the property described therein and the leasehold estates created thereby and subject to the terms, conditions, covenants and obligations set forth in the applicable instruments (the “Parent Leased Real Property”) and the ownership of or leasehold interest in any Parent Real Property is not subject to any Lien (except in all cases for Permitted Liens). Neither Except as set forth on Schedule 3.6(b), (i) the Parent Entities nor Sellers are not in material default under any of their respective Subsidiaries the Leases, (ii) no written notice of any default under any Lease, which default remains uncured, has been sent or received by the Sellers, and (iii) no conditions or circumstances exist which, with the lapse of time or the giving of notice, or both, would constitute a default or breach under the Lease. The Sellers have not leased, subleased, licensedassigned, sublicensed licensed or otherwise granted to any Person the right to use or occupy any Parent Real Property or any portion of Parent any of the Leased Real Property, other than the right of the Company pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase any Parent Real Property or any portion of or interest, and except for this Agreement, neither the Parent Entities nor any of their respective Subsidiaries are parties to any Contract to sell, transfer, or encumber any Parent Real Property. (b) Each of the leases, subleases and other agreements under which the Parent Entities or any of their respective Subsidiaries use or occupy or . The Sellers have the right to use or occupy, now or in the future, any Parent Real Property (the “Parent Real Property Leases”) is valid and binding (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). No termination event or breach or default on the part of each of the Parent Entities or their respective Subsidiaries exists under any Parent Real Property Lease and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a termination event or breach or default under any Parent Real Property Lease. Neither the Parent Entities nor any of their respective Subsidiaries have not collaterally assigned or granted any other security interest in any Parent Lease. The Sellers, as applicable, have valid leasehold interests in and exclusive possession of each parcel Leased Real Property, other than the Permitted Liens. To the Seller’s Knowledge, there are no material structural defects (whether latent or patent) relating to any of the Leased Real Property, and there is no material physical damage to any of the Leased Real Property Lease or for which there is no insurance in effect. All equipment comprising a part of any interest therein. Parent has made available Leased Real Property for which the Sellers are liable pursuant to the Company, true applicable Lease is in good working order and complete copies of each Parent Real Property Lease document (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto)condition. (c) (iSchedule 3.6(c) The Parent Entities sets forth a list of all leases of tangible assets and their respective Subsidiaries have other personal property of the Sellers and any Subsidiary and used in the conduct of the Business as of the date hereof involving annual payments in excess of $50,000. A Seller or a Subsidiary, as applicable, has good and marketable valid title to, or in the case of leased tangible assets and other personal property, a valid and enforceable leasehold interest in, all material Parent Assets and (ii) none of Parent’s or any of its Subsidiaries’ ownership of or leasehold interest in any such (or other right to use), all of the material Parent Assets is subject tangible assets and other personal property that are necessary and sufficient for the Sellers to any Liens conduct the Business, which shall be sold, in each case, Free and Clear to the maximum extent permitted by Section 363(f) of the Bankruptcy Code (except in all cases for other than Permitted Liens). All such material tangible assets and other personal property are in good condition and repair, normal wear and tear excepted, and in the exclusive possession and control of a Seller or its Subsidiaries, and no other Person is entitled to any portion of such tangible assets or personal property. (d) Except solely to the extent assets are excluded as of the Closing from Transferred Assets as a result of Purchaser electing to designate a Transferred Asset as an Excluded Asset under Section 2.2, or electing not to designate a Potential US Assigned Contract as a Designated US Contract under Section 5.3(b), the Transferred Assets constitute all of the assets necessary and sufficient to conduct the Business in substantially the same manner immediately following the Closing as conducted on the date hereof.

Real Property; Personal Property. (a) Section 4.20(a) of the Parent Purchaser Disclosure Schedule sets forth a true and complete list of the address of each owned and leased Parent Purchaser Real Property. The Parent Entities Purchaser and their respective its Subsidiaries have good and marketable title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property (including all buildings, fixtures and other improvements) used by the business of the Parent Entities Purchaser and their respective its Subsidiaries (the “Parent Purchaser Real Property”) and the ownership of or leasehold interest in any Parent Purchaser Real Property is not subject to any Lien (except in all cases for Permitted Liens). Neither the Parent Entities Purchaser nor any of their respective its Subsidiaries have leased, subleased, licensed, sublicensed or otherwise granted to any Person the right to use or occupy any Parent Purchaser Real Property or any portion of Parent Purchaser Real Property, other than the right of the Company pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase any Parent Purchaser Real Property or any portion of or interest, and except for this Agreement, neither the Parent Entities Purchaser nor any of their respective its Subsidiaries are parties to any Contract to sell, transfer, or encumber any Parent Purchaser Real Property. (b) Each of the leases, subleases and other agreements under which the Parent Entities Purchaser or any of their respective its Subsidiaries use or occupy or have the right to use or occupy, now or in the future, any Parent Purchaser Real Property (the “Parent Purchaser Real Property Leases”) is valid and binding (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). No termination event or breach or default on the part of each of the Parent Entities Purchaser or their respective its Subsidiaries exists under any Parent Purchaser Real Property Lease and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a termination event or breach or default under any Parent Purchaser Real Property Lease. Neither the Parent Entities Purchaser nor any of their respective its Subsidiaries have collaterally assigned or granted any other security interest in any Parent Purchaser Real Property Lease or any interest therein. Parent Purchaser has made available to the Company, Company and the Sellers true and complete copies of each Parent Purchaser Real Property Lease document (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto). (c) (i) The Parent Entities Purchaser and their respective its Subsidiaries have good and marketable title to, or a valid and enforceable leasehold interest in, all material Parent Assets and Purchaser Assets. (iid) none None of ParentPurchaser’s or any of its Subsidiaries’ ownership of or leasehold interest in any such material Parent Purchaser Assets is subject to any Liens (except in all cases for Permitted Liens).

Real Property; Personal Property. (a) Section 4.20(a) of the Parent Disclosure Schedule sets forth a true and complete list of the address of each owned and leased Parent Real Property. The Parent Entities and their respective its Subsidiaries have good and marketable legal title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property (including all buildings, fixtures and other improvementsimprovements thereto) used by the business them. None of the Parent Entities Parent’s and their respective Subsidiaries (the “Parent Real Property”) and the any of its Subsidiaries’ ownership of or leasehold interest in any Parent Real Property such property is not subject to any Lien (except in all cases for Permitted Liens). Neither the Parent Entities nor any of their respective Subsidiaries have leased, subleased, licensed, sublicensed or otherwise granted to any Person the right to use or occupy any Parent Real Property or any portion of Parent Real Property, other than the right of the Company pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase any Parent Real Property or any portion of or interest, and except for this Agreement, neither the Parent Entities nor any of their respective Subsidiaries are parties to any Contract to sell, transfer, or encumber any Parent Real Propertymaterial Lien. (b) Each Section 4.23(b) of the Parent Disclosure Letter sets forth, as of the date of this Agreement, a list (identifying the names of the parties, the term, the address and the use thereof) of each of the leases, subleases and other agreements under which the Parent Entities or any of their respective its Subsidiaries use uses or occupy occupies or have has the right to use or occupy, now or in the future, any Parent Real Property real property (the “Parent Real Property Leases”) is valid and binding (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights), and to general equitable principles). No termination event or breach or default on the part of each of the Parent Entities or their respective Subsidiaries exists under any Parent Real Property Lease and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a termination event or breach or default under any Parent Real Property Lease. Neither the Parent Entities nor any of their respective Subsidiaries have collaterally assigned or granted any other security interest in any Parent Real Property Lease or any interest therein. Parent has made available to the Company, true Company correct and complete copies of each material Parent Real Property Lease. Each material Parent Lease document (including all amendmentsis valid, extensionsbinding and enforceable, renewalssubject to the Bankruptcy and Equity Exception, guaranties and other agreements with respect thereto)to the Knowledge of Parent, no termination event or condition or uncured default on the part of Parent or any such Subsidiary exists under any material Parent Lease. (c) (i) The Parent Entities and their respective its Subsidiaries have good and marketable legal title to, or a valid and enforceable leasehold interest in, all material personal assets used by them sufficient to conduct their respective businesses as currently conducted, except where the failure to have such title to or interest in such assets would not reasonably be expected to be material to Parent Assets and (ii) none its Subsidiaries, taken as a whole. None of Parent’s or and any of its Subsidiaries’ ownership of or leasehold interest in any such material Parent Assets personal assets is subject to any Liens material Liens. (d) Parent or its Subsidiaries currently occupy all of the sites leased under the Parent Leases (the “Parent Facilities”) for the operation of their business, and there are no other parties occupying, or with a right to occupy, any of the Parent Facilities. The Parent Facilities are in condition and repair suitable for the conduct of the business as presently conducted therein, except where the failure to be in all cases for Permitted Liens)such suitable condition and repair would not reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole. Neither Parent nor any of its Subsidiaries could reasonably be required to expend more than $250,000 in causing any Parent Facilities to comply with the surrender conditions set forth in the applicable Parent Lease.