Common use of Real Property; Personal Property Clause in Contracts

Real Property; Personal Property. (a) The Company Group does not own any real property. Schedule 3.12(a) of the Company Disclosure Schedule sets forth a list of all real properties any member of the Company Group is under contract to purchase (the “Prospective Real Properties”). The Company Group has made available to Parent a true, correct and complete copy of the purchase agreement for each Prospective Real Property. Except as set forth in Schedule 3.12(a) of the Company Disclosure Schedule, no member of the Company Group is a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 3.12(b) of the Company Disclosure Schedule sets forth a list of all real property leased or subleased or otherwise used or occupied by any member of the Company Group as tenant, lessee, occupant or grantee (the “Leased Real Property”, together with a list of each applicable lease, license, or similar agreement and any related guarantees, amendments and renewals related to such Leased Real Property) (each, a “Lease” and, collectively, the “Leases”). The Company Group has made available to Parent a true, correct and complete copy of each Lease. Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, and except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, or subject to general principles of equity, each Lease is in full force and effect and the applicable member of the Company Group (and each counterparty thereto) has a valid, binding and enforceable leasehold interest under each of the Leased Real Properties, free and clear of all Liens (other than Permitted Liens). Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has received any written notice of any material default or event that (with due notice or lapse of time or both) would constitute a material default by any member of the Company Group under any lease with respect to the Leased Real Property, other than defaults that have been cured or waived in writing. Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof and no member of the Company Group has collaterally assigned or granted any other security interest in any Lease or any interest therein. (c) The Prospective Real Properties and the Leased Real Properties constitute all interests in real property used, occupied or held for use in connection with the business of the Company Group as it is conducted on the date hereof. To the Company’s Knowledge, there is no pending or Threatened eminent domain proceeding that would result in the taking of any material portion of any Leased Real Property by a Governmental Authority. All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property and which are the Company’s or another member of the Company Group’s obligation to maintain (the “Improvements”) are in good condition and repair in all material respects and sufficient for the operation of the business of the Company Group. (d) Schedule 3.12(d) of the Company Disclosure Schedule sets forth a true, correct and complete list of all leases of tangible assets of any member of the Company Group involving annual payments in excess of $150,000 (the “Personal Property Leases”). A member of the Company Group has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of the material tangible assets that are used in the conduct of the business of the Company Group as it is conducted on the date hereof, in each case, free and clear of all Liens (other than Permitted Liens). All such material tangible assets are in reasonable operating condition and repair, normal wear and tear excepted, for the conduct of the business of the Company Group as it is conducted on the date hereof. The assets owned, leased or licensed by the Company Group constitute all of the assets that are necessary and are sufficient for the operation of the businesses of the Company Group as such operations have been conducted.

Real Property; Personal Property. (a) The Company Group does not own and has never owned any interest in any real property. Schedule 3.12(a) of , except the Company Disclosure Schedule sets forth a list of all real properties any member of the Company Group is under contract to purchase (the “Prospective Real Properties”). The Company Group has made available to Parent a true, correct and complete copy of the purchase agreement for each Prospective Leased Real Property. Except as set forth in Schedule 3.12(a) of the Company Disclosure Schedule, no member of the Company Group is a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 3.12(bSection 3.10(b) of the Company Disclosure Schedule sets forth a an accurate list of of: (i) all real property leased or subleased leased, subleased, licensed or otherwise used used, operated or occupied by any member of the Company Group (whether as tenant, lesseesubtenant or pursuant to other occupancy arrangements) by the Company (collectively, occupant or grantee (including the buildings, improvements and fixtures located thereon, the “Leased Real Property”), together with a list including the street address of each applicable lease, license, or similar agreement and any related guarantees, amendments and renewals related to such Leased Real Property; and (ii) each Contract pursuant to which the Company holds any Leased Real Property as landlord, sublandlord, tenant, subtenant, occupant or otherwise (each, a “Real Property Lease” and, collectively, the “Leases”). , including all currently effective amendments and modifications thereto. (c) The Company Group has made available to Parent a true, correct and complete copy of each Lease. Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, and except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, or subject to general principles of equity, each Lease is in full force and effect and the applicable member of the Company Group (and each counterparty thereto) has a validvalid leasehold or subleasehold interest in (or a valid right to use and occupy) the Leased Real Property, binding in each case free and enforceable leasehold interest clear of all Liens other than Permitted Liens. All rent (including base rent and additional rent) due and payable under each of the Real Property Leases has been paid to date. (d) Except: (i) for and as provided in the Real Property Leases; and (ii) for Permitted Liens, with respect to the Leased Real Properties, the Company has not subjected any such property to any lease, sublease, license or other agreement granting to any Person (other than the Company) any right to the use or occupancy of such Leased Real Property or any part thereof. (e) The Company has good title to, or a valid leasehold interest in, or with respect to licensed assets, a valid license to use, all material tangible personal property used or held for use by it in connection with the conduct of its business, free and clear of all Liens (other than Permitted Liens). Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has received any written notice of any material default or event that (with due notice or lapse of time or both) would constitute a material default by any member of the Company Group under any lease with respect to the Leased Real Property, other than defaults that have been cured or waived in writing. Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof and no member of the Company Group has collaterally assigned or granted any other security interest in any Lease or any interest therein. (c) The Prospective Real Properties and the Leased Real Properties constitute all interests in real property used, occupied or held for use in connection with the business of the Company Group as it is conducted on the date hereof. To the Company’s Knowledge, there is no pending or Threatened eminent domain proceeding that would result in the taking of any material portion of any Leased Real Property by a Governmental Authority. All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property and which are the Company’s or another member of the Company Group’s obligation to maintain (the “Improvements”) are in good condition and repair in all material respects and sufficient for the operation of the business of the Company Group. (d) Schedule 3.12(d) of the Company Disclosure Schedule sets forth a true, correct and complete list of all leases of tangible assets of any member of the Company Group involving annual payments in excess of $150,000 (the “Personal Property Leases”). A member of the Company Group has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of the material tangible assets that are used in the conduct of the business of the Company Group as it is conducted on the date hereof, in each case, free and clear of all Liens (other than Permitted Liens). All such material tangible assets are in reasonable operating condition and repair, normal wear and tear excepted, for the conduct of the business of the Company Group as it is conducted on the date hereof. The assets owned, leased or licensed by the Company Group constitute all of the assets that are necessary and are sufficient for the operation of the businesses of the Company Group as such operations have been conducted.

Real Property; Personal Property. (a) The No Group Company Group does not own owns any real property. Schedule 3.12(a) of the Company Disclosure Schedule 3.17 sets forth (whether as lessee or lessor) a list of all real properties any member of the Company Group is under contract leases (each lease required to purchase (the be listed on Schedule 3.17, a “Prospective Real PropertiesMaterial Lease”). The Company Group has made available to Parent a true, correct and complete copy of the purchase agreement for each Prospective Real Property. Except as set forth in Schedule 3.12(a) of the real property to which any Group Company Disclosure Schedule, no member of the Company Group is a party to or by which any agreement or option to purchase any real property or interest therein. (b) Schedule 3.12(b) of the Company Disclosure Schedule sets forth a list of all real property leased or subleased or otherwise used or occupied by any member of the Company Group as tenant, lessee, occupant or grantee (the “Leased Real Property”, together with a list of each applicable lease, license, or similar agreement and any related guarantees, amendments and renewals related to such Leased Real Property) (each, a “Lease” and, collectively, the “Leases”). The Company Group has made available to Parent a true, correct and complete copy of each Leasethem is bound involving [***]. Except as set forth on Schedule 3.12(b) 3.17, each Material Lease is valid and binding on the Group Company party thereto, enforceable in accordance with its terms (subject to proper authorization and execution of such Material Lease by the Company Disclosure Schedule, other party thereto and except as may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to affecting generally the enforcement of creditors’ rights generally, or and subject to general principles of equity, each Lease is in full force and effect and the applicable member of the Company Group (and each counterparty thereto) has a valid, binding and enforceable leasehold interest under each of the Leased Real Properties, free and clear of all Liens (other than Permitted Liens). Except as set forth on Schedule 3.12(b) 3.17, each Material Lease is valid and binding on the applicable Group Company and enforceable in accordance with its terms against such Group Company (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of the Company Disclosure Schedule, since the Lookback Date, no member creditors’ rights and subject to general principles of the Company Group has received any written notice of any material default or event that (with due notice or lapse of time or both) would constitute a material default by any member of the Company Group under any lease with respect to the Leased Real Property, other than defaults that have been cured or waived in writingequity). Except as set forth on Schedule 3.12(b) of 3.17, during the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof period beginning on Latest Balance Sheet Date and no member of the Company Group has collaterally assigned or granted any other security interest in any Lease or any interest therein. (c) The Prospective Real Properties and the Leased Real Properties constitute all interests in real property used, occupied or held for use in connection with the business of the Company Group as it is conducted ending on the date hereof. To the Company’s Knowledgeof this Agreement, there is no pending or Threatened eminent domain proceeding Group Company has received written notice of any default under any Material Lease, except for defaults that would result in the taking of any material portion of any Leased Real Property by not have a Governmental AuthorityCompany Material Adverse Effect. All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property and which are the Company’s or another member of the Each Group Company Group’s obligation to maintain (the “Improvements”) are in good condition and repair in all material respects and sufficient for the operation of the business of the Company Group. (d) Schedule 3.12(d) of the Company Disclosure Schedule sets forth a true, correct and complete list of all leases of tangible assets of any member of the Company Group involving annual payments in excess of $150,000 (the “Personal Property Leases”). A member of the Company Group has good and valid title to, or in the case of leased to all material tangible assets, a valid leasehold interest inincluding personal property, all reflected on the Latest Balance Sheet or thereafter acquired, except those sold or otherwise disposed of since the date of the material tangible assets that are used Latest Balance Sheet in the conduct ordinary course of the business and not in violation of the Company Group as it is conducted on the date hereofthis Agreement, in each case, case free and clear of all Liens (Liens, other than Permitted Liens). All such material tangible assets are personal property used by any Group Company in reasonable operating the operation of its business is in reasonably good condition and repair, normal subject to reasonable wear and tear excepted, for considering the conduct age and ordinary course of the business use of the Company Group as it is conducted on the date hereof. The assets owned, leased or licensed by the Company Group constitute all of the assets that are necessary and are sufficient for the operation of the businesses of the Company Group as such operations have been conductedproperty.

Real Property; Personal Property. (a) The Neither the Company Group does not own nor any Company Subsidiary owns any real property. Schedule 3.12(a. (b) Section 3.17(b) of the Company Disclosure Schedule Schedules sets forth a complete and accurate list of all real properties of the Leased Real Property, including the street address, leased by the Company or any member of the Company Group is under contract to purchase (the “Prospective Real Properties”)Subsidiaries. The Company Group has delivered or made available to Parent a true, correct complete and complete accurate copy of all of the purchase agreement leases, subleases, licenses or other Contracts with respect to the use and occupancy for each Prospective Real Property. Except as set forth in Schedule 3.12(a) parcel of the Company Disclosure Schedule, no member of the Company Group is a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 3.12(b) of the Company Disclosure Schedule sets forth a list of all real property leased or subleased or otherwise used or occupied by any member of the Company Group as tenant, lessee, occupant or grantee (the “Leased Real Property”, together with a list of each applicable leaseall amendments, license, or similar agreement modifications and any related guarantees, amendments supplements thereto and renewals related to such Leased Real Property) assignments and subleases thereof (each, a “Lease” and, collectively, the “Company Leases”). The Company Group has made available to Parent a true, correct and complete copy of each Lease. Except as set forth on Schedule 3.12(b) of the Company Disclosure ScheduleSubsidiaries, and except as may be limited by bankruptcyapplicable, insolvency, reorganization, moratorium or other similar laws relating have a leasehold interest in all Leased Real Property pursuant to creditors’ rights generally, or subject to general principles of equity, each Lease is in full force and effect and the applicable member of the Company Group (and each counterparty thereto) has a valid, binding and enforceable leasehold interest under each of the Leased Real PropertiesLeases, free and clear of all Liens (other than except for Permitted Liens). Except as set forth on Schedule 3.12(b) The Company and the Company Subsidiaries have not assigned or sublet their interests under any Company Lease to any other Person. Other than the Leased Real Properties, neither the Company nor any of the Company Disclosure ScheduleSubsidiaries leases or subleases any real property. Each Company Lease is a legal, since the Lookback Date, no member valid and binding obligation of the Company Group has received or any written of the Company Subsidiaries, as applicable, and of each counterparty thereto, and is in full force and effect in accordance with its terms. Neither the Company nor any of the Company Subsidiaries nor, to the Company’s Knowledge, any other party to any Company Lease is in material default under any of the Company Leases. No notice of default, not already cured, under any material default or Company Lease is outstanding, and to the Company’s Knowledge, no event that (has occurred which, with due the giving of notice or lapse passage of time or both) time, would constitute a material breach or material default by under any member of the Company Group under any lease with respect to the Leased Real Property, other than defaults that have been cured or waived in writing. Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof and no member of the Company Group has collaterally assigned or granted any other security interest in any Lease or any interest thereinLeases. (c) The Prospective Leased Real Properties Property constitutes all of the real property used or occupied by the Company and the Leased Real Properties constitute all interests in real property used, occupied or held for use Company Subsidiaries in connection with the business of the Company Group as it is conducted on the date hereof. To the Company’s Knowledge, there is no pending or Threatened eminent domain proceeding that would result in the taking of any material portion of any Leased Real Property by a Governmental Authority. All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property and which are the Company’s or another member of the Company Group’s obligation to maintain (the “Improvements”) are in good condition and repair in all material respects and sufficient for the operation of the business of the Company Group. (d) Schedule 3.12(d) of the Company Disclosure Schedule sets forth a true, correct and complete list of all leases of tangible assets of any member of the Company Group involving annual payments in excess of $150,000 (the “Personal Property Leases”). A member of the Company Group has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of the material tangible assets that are used in the conduct of the business of the Company Group and the Company Subsidiaries. (d) Each of the Company and the Company Subsidiaries has good title to, or a valid leasehold interest in, or with respect to licensed assets, a valid license to use, the material tangible personal assets and properties used or held for use by it in connection with the conduct of its business as it is conducted on the date hereof, in each caseof this Agreement, free and clear of all Liens (other than Permitted Liens). All such Each material tangible assets are asset of the Company and each of the Company Subsidiaries (i) has been maintained in reasonable accordance with normal industry practices and (ii) is in good operating condition and repair, subject to normal wear and tear excepted, for the conduct of the business of the Company Group as it is conducted on the date hereof. The assets owned, leased or licensed by the Company Group constitute all of the assets that are necessary and are sufficient for the operation of the businesses of the Company Group as such operations have been conductedtear.

Real Property; Personal Property. (a) The Company Group does not own any real property. Schedule 3.12(a) of the Company Disclosure Schedule sets forth a list of all real properties any member of the Company Group is under contract to purchase (the “Prospective Real Properties”). The Company Group own, and never has made available to Parent a trueowned, correct and complete copy of the purchase agreement for each Prospective Real Property. Except as set forth in Schedule 3.12(a) of the Company Disclosure Schedule, no member of the Company Group is a party to any agreement or option to purchase any real property in fee or interest thereinotherwise (except for the leasehold interests referred to in this Section 5.14). (b) Schedule 3.12(b5.14(b) of the Company Disclosure Schedule sets forth a list of all real property leased or subleased or otherwise used or occupied by any member of the Company Group as tenant, lessee, occupant or grantee (the “Leased Real Property”, together with a list of each applicable lease, license, or similar agreement and any related guarantees, amendments and renewals related to such Leased Real Property) (each, a “Lease” and, collectively, the “Leases”). The Company Group has made available to Parent a true, correct and complete copy of each Lease. Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, and except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, or subject to general principles of equity, each Lease is in full force and effect and the applicable member of the Company Group (and each counterparty thereto) has a valid, binding and enforceable leasehold interest under each of the Leased Real Properties, free and clear of all Liens (other than Permitted Liens). Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has received any written notice of any material default or event that (with due notice or lapse of time or both) would constitute a material default by any member of the Company Group under any lease with respect to the Leased Real Property, other than defaults that have been cured or waived in writing. Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof and no member of the Company Group has collaterally assigned or granted any other security interest in any Lease or any interest therein. (c) The Prospective Real Properties and the Leased Real Properties constitute all interests in real property used, occupied or held for use in connection with the business of the Company Group as it is conducted on the date hereof. To the Company’s Knowledge, there is no pending or Threatened eminent domain proceeding that would result in the taking of any material portion of any Leased Real Property by a Governmental Authority. All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property and which are the Company’s or another member of the Company Group’s obligation to maintain (the “Improvements”) are in good condition and repair in all material respects and sufficient for the operation of the business of the Company Group. (d) Schedule 3.12(d) of the Company Disclosure Schedule sets forth a true, correct and complete list of all leases leases, subleases and other agreements under which the Company uses or occupies or has the right to use or occupy any real property (the “Real Property Leases” and the property governed by such Real Property Leases is referred to herein as the “Real Property”). The Company has heretofore delivered or otherwise made available to the Buyer true, correct and complete copies of tangible assets all Real Property Leases (including all written modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company as tenant thereunder are current, and no termination event or condition or uncured default of any member a material nature on the part of the Company Group involving annual payments or, to the Knowledge of the Seller Parties, on the part of any other party thereto exists under any Real Property Lease. All such Real Property Leases will continue to be valid, binding and enforceable in accordance with their respective terms and in full force and effect immediately following the consummation of the transactions contemplated hereby. The Company has a good and valid leasehold interest in each parcel of Real Property leased by it, free and clear of all mortgages, pledges, liens, encumbrances and security interests, except (i) those reflected or reserved against in the balance sheet included in the Financial Statements, (ii) Taxes and general and special assessments not in default and payable without penalty and interest, and (iii) other liens, mortgages, pledges, encumbrances and security interests which do not materially interfere with the Company’s use of such Real Property or materially detract from or diminish the value thereof. (c) To the Knowledge of the Seller Parties, the buildings and improvements on the Real Property (i) are in good operating condition and repair and are adequate and suitable for the purposes for which they are currently being used; and (ii) have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable Laws. (d) Schedule 5.14(d) sets forth a true, accurate and complete list of each item of tangible personal property with an original cost in excess of $150,000 (5,000 used in connection with the “Personal Property Leases”)Company’s business. A member To the Knowledge of the Seller Parties, all of the tangible personal property in excess of $5,000 used by the Company Group in its business is either owned or leased by the Company. Except as disclosed in Schedule 5.14(d), the Company is in possession of and has good and valid title to, or in the case of leased tangible assets, a has valid leasehold interest interests in, all of the material tangible assets that are personal property used in the conduct of the business of the Company Group as it Company. All such tangible personal property is conducted on owned by the date hereof, in each caseCompany, free and clear of all Liens (other than except for Permitted Liens). All such material tangible assets are , or is leased under valid and subsisting leases, and in reasonable operating any case, is in good working condition and repair, normal wear is adequate and tear excepted, suitable for the conduct of the business of the Company Group as purpose for which it is conducted on the date hereof. The assets owned, leased or licensed by the Company Group constitute all of the assets that are necessary and are sufficient for the operation of the businesses of the Company Group as such operations have been conductedcurrently being used.

Real Property; Personal Property. (a) The Company Group does not own nor has it ever owned any real property. Schedule 3.12(a) of the Company Disclosure Schedule sets forth a list of all real properties any member of the Company Group is under contract to purchase (the “Prospective Real Properties”). The Company Group has made available to Parent a true, correct and complete copy of the purchase agreement for each Prospective Real Property. Except as set forth in Schedule 3.12(a) of the Company Disclosure Schedule, no member of the Company Group is a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 3.12(bSection 3.14(b) of the Company Disclosure Schedule sets forth a list of all real property leased or subleased or otherwise used or occupied by any member of the Company Group as tenant, lessee, occupant or grantee (the “Leased Real Property”, together with a list of each applicable lease, license, or similar agreement and any related guarantees, amendments and renewals related to such Leased Real Property) (each, a “Lease” and, collectively, the “Leases”). The Company Group has made available to Parent a true, correct and complete copy of each Lease. Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, and except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, or subject to general principles of equity, each Lease is in full force and effect and the applicable member of the Company Group (and each counterparty thereto) has a valid, binding and enforceable leasehold interest under each of the Leased Real Properties, free and clear of all Liens (other than Permitted Liens). Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has received any written notice of any material default or event that (with due notice or lapse of time or both) would constitute a material default by any member of the Company Group under any lease with respect to the Leased Real Property, other than defaults that have been cured or waived in writing. Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof and no member of the Company Group has collaterally assigned or granted any other security interest in any Lease or any interest therein. (c) The Prospective Real Properties and the Leased Real Properties constitute all interests in real property used, occupied or held for use in connection with the business of the Company Group as it is conducted on the date hereof. To the Company’s Knowledge, there is no pending or Threatened eminent domain proceeding that would result in the taking of any material portion of any Leased Real Property by a Governmental Authority. All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property and which are the Company’s or another member of the Company Group’s obligation to maintain (the “Improvements”) are in good condition and repair in all material respects and sufficient for the operation of the business of the Company Group. (d) Schedule 3.12(d) of the Company Disclosure Schedule sets forth a true, correct and complete list of all leases existing leases, subleases and other agreements (the “Company Real Property Leases”) under which the Company uses or occupies or has the right to use or occupy, now or in the future, any real property (“Company Leased Real Property”). The Company has made available to Buyer true, correct and complete copies of tangible assets all Company Real Property Leases (including all modifications, amendments, supplements, waivers and side letters thereto). Each Company Real Property Lease is valid, binding and in full force and effect and enforceable against the Company, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with its terms, except to the extent such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws nor or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity). Each Company Real Property Lease has sufficient remaining term thereunder (taking into account any member available unexercised renewal or extension options for additional term) to allow the Company to continue operations without interruption in the normal course of business. (c) The Company is not (with or without notice or lapse of time, or both) in breach or default under any Company Real Property Lease in any material respect. To the Knowledge of the Company, no landlord under any Company Real Property Lease is (with or without notice or lapse of time, or both) in breach or default thereunder. The Company has not received any notice of default under any Company Real Property Lease which has not been fully cured and corrected. The Company has a good and valid leasehold interest in the Company Leased Real Property free and clear of all Liens, except for (A) those reflected or reserved against in the balance sheet of the Company Group involving annual payments in excess as of $150,000 June 30, 2022 and (B) Company Permitted Liens. The Company has not subleased, assigned, licensed or permitted the “Personal Property Leases”). A member use or occupancy of all or any part of the Company Group Leased Real Property by any other party. (d) There are no condemnation proceedings pending, or to the Knowledge of the Company, threatened affecting any portion of the Company Leased Real Property. To the Knowledge of the Company, there are (i) no material defaults under any easements, covenants, restrictions or similar matters affecting any portion of the Company Leased Real Property, (ii) no lawsuits or administrative actions or proceedings alleging violations of any Laws by any Company Leased Real Property, and (iii) no actual or threatened special assessments or reassessments of the Company Leased Real Property, and, in each case, the Company has good and valid not received any written notice thereof. The Company has not granted to any Person any option or right of first refusal to purchase or acquire or lease any portion of the Company Leased Real Property. (e) The Company has legal title to, or a valid and enforceable right to use, all equipment and other tangible personal property that is used or held for use in the case of leased tangible assets, a valid leasehold interest in, all of the material tangible assets that are used in the conduct operation of the business of the Company Group as it is conducted on in the date hereofOrdinary Course of Business, in each case, free and clear of any and all Liens (other than except Company Permitted Liens). All such material Such equipment and other tangible assets personal property are in reasonable operating condition all of the equipment and repair, normal wear other tangible personal property that is necessary and tear excepted, sufficient for the conduct operation of the business of the Company Group in the Ordinary Course of Business as presently conducted or as presently expected to be conducted. All of such equipment and other tangible personal property has been maintained in accordance with normal industry practice, is in good operating condition and repair (normal wear and tear excepted), and is suitable for the purposes for which it presently is conducted on used. Section 3.14(e) of the date hereof. The assets owned, leased or licensed Disclosure Schedule sets forth a list of all laptops used by the Company Group constitute Employees, which equipment, together with all equipment and other tangible property owned by either of Parent or Seller that is located within the assets that are necessary Company Leased Real Property or within the remote locations of Company Employees and are sufficient is used or held for use in the operation of the businesses business of the Company Group as such operations have been conductedshall be deemed owned by the Company.

Real Property; Personal Property. (a) The Except for the Owned Real Property, neither the Company Group does not own nor any Subsidiary owns or has ever owned any real property. Schedule 3.12(aSection 3.8(a) of the Company Disclosure Schedule sets forth a list of Schedules lists all real properties any member of the Company Group is under contract to purchase real property owned by the ‎Company or any Subsidiary (the “Prospective Owned Real PropertiesProperty”). The Company Group has made available good and marketable fee simple, title to Parent a true, correct and complete copy of the purchase agreement for each Prospective Owned Real Property. Except With respect to the Owned ‎Real Property, the Company has delivered to Buyer true, complete and correct copies of the deeds ‎and other instruments (as set forth recorded) by which the Company or any Subsidiary acquired ‎such Owned Real Property, and copies of all title insurance policies, opinions, abstracts and ‎surveys, each to the extent in Schedule 3.12(a) the possession of the Company Disclosure Scheduleor any Subsidiary and ‎relating to the Owned Real Property. To the Company’s Knowledge, the use and operation of the Owned Real Property in the ‎conduct of the Company’s and the Subsidiaries’ Business do not violate any Law, ‎covenant, condition, restriction, easement, license, permit or agreement in any material respect. ‎To the Company’s Knowledge, no member material improvements constituting a part of the Owned Real Property encroach on real ‎property owned or leased by a Person other than the Company Group or a Subsidiary. To the Company’s Knowledge, (i) no condition with respect to the Owned Real Property exists requiring material repairs, alterations or corrections, and (ii) there is a party to no condemnation proceeding or eminent domain proceeding of any agreement kind pending or option to purchase any real property or interest thereinagainst the Owned Real Property. To the Company’s Knowledge, the Owned Real Property is supplied with utilities and other services (including gas, electricity, ‎water, ‎drainage, storm water management, sanitary sewer, storm sewer, fire protection, and ‎telephone) ‎necessary for the operation of the Owned Real Property in the Ordinary Course of Business. (b) Schedule 3.12(bSection 3.8(b) of the Company Disclosure Schedule Schedules sets forth a list the address of all each parcel of real property leased or subleased or otherwise used or occupied by any member of for which the Company Group as tenant, lessee, occupant or grantee any Subsidiary holds a leasehold or subleasehold interest (the “Leased Real Property”, together with a list ). The Company has made available to the Buyer copies of each applicable lease, license, or similar agreement the leases and any related guarantees, all amendments and renewals related to such thereto for all the Leased Real Property) Property (each, a “Lease” and, collectively, the “Leases”). The Company Group has made available to Parent a true, correct and complete copy of each Lease. Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, and except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, or subject to general principles of equity, each Lease is in full force and effect and the applicable member of the Company Group (and each counterparty thereto) has a valid, binding and enforceable leasehold interest under each of the Leased Real Properties, free and clear of all Liens (other Other than Permitted Liens). Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has received any written notice of any material default or event that (with due notice or lapse of time or both) would constitute a material default by any member of the Company Group under any lease with respect to the Leased Real Property, other than defaults that have been cured or waived in writing. neither the Company nor any Subsidiary is a party to any leases for real property. (c) Except as set forth on Schedule 3.12(bin Section 3.8(c) of the Company Disclosure ScheduleSchedules, since the Lookback Date, no member with respect to each Lease: (i) such Lease constitutes a valid and binding obligation of the Company Group or a Subsidiary, as applicable, enforceable against such Person in accordance with its terms, except as may be limited by (A) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to time in effect which affect creditors’ rights generally, or (B) legal and equitable limitations on the availability of specific remedies; (ii) to the Company’s Knowledge, the Company’s or, as applicable, its Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and there are no disputes with respect to such Lease; (iii) neither the Company nor any Subsidiary that is a party to such Lease nor, to the Company’s Knowledge, any other party to such Lease is in breach or default under such Lease; (iv) neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person person the right to use or occupy any the Leased Real Property that is the subject of such Lease or any portion thereof and no member of the Company Group has collaterally assigned or granted any other security interest in any such Lease or any interest therein. ; (cv) The Prospective Real Properties and the Leased Real Properties constitute all interests in real property used, occupied or held for use in connection with the business of neither the Company Group as it is conducted nor any Subsidiary has received written notice that any security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) neither the Company nor any Subsidiary currently owes any brokerage commissions or finder’s fees with respect to such Lease or will owe following the Closing any such commissions of fees based upon circumstances or actions arising on or before the Closing; and (vii) there are no Liens (other than Permitted Liens) on the date hereofestate or interest created by such Lease. To the Company’s Knowledge, there is (i) no pending or Threatened eminent domain proceeding that would result in the taking of any material portion of any Leased Real Property by a Governmental Authority. All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in condition with respect to the Leased Real Property exists requiring material repairs, alterations or corrections, and which are (ii) there is no condemnation proceeding or eminent domain proceeding of any kind pending or against the Leased Real Property. To the Company’s or another member of Knowledge, the Company Group’s obligation to maintain Leased Real Property is supplied with utilities and other services (the “Improvements”including gas, electricity, ‎water, ‎drainage, storm water management, sanitary sewer, storm sewer, fire protection, and ‎telephone) are in good condition and repair in all material respects and sufficient ‎necessary for the operation of the business facilities in the Ordinary Course of the Company GroupBusiness. (d) Schedule 3.12(d) of the The Company Disclosure Schedule sets forth a true, correct and complete list of all leases of tangible assets of any member of the Company Group involving annual payments in excess of $150,000 (the “Personal Property Leases”). A member of the Company Group has its Subsidiaries have good and valid title to, or in the case to all material items of leased tangible assets, personal property owned by them and a valid leasehold interest in, and enforceable right to use all of the material tangible assets that are used in items of personal property leased by or licensed to them (collectively, the conduct of the business of the Company Group as it is conducted on the date hereof“Personal Property”), in each case, free and clear of all Liens (other than Permitted Liens). . (e) All such material tangible assets Personal Property used by the Company and its Subsidiaries in the Business are in reasonable adequate operating condition and repair, normal wear and tear excepted, for the conduct . (f) Section 3.8(f) of the business of the Company Group as it is conducted on the date hereof. The assets owned, leased or licensed by the Company Group constitute Disclosure Schedules lists all of the assets that are necessary and are sufficient for the operation Personal Property existing as of the businesses Closing Date, with a gross book value (individually or as aggregated with like-kind items) in excess of the Company Group as such operations have been conducted$10,000.

Real Property; Personal Property. (a) The Company Group does not own any real property. Schedule 3.12(a2.12(a) of the Company Disclosure Schedule sets forth a list Letter lists all items of all real properties any member of the Company Group is under contract to purchase (the “Prospective Real Properties”). The Company Group has made available to Parent a true, correct and complete copy of the purchase agreement for each Prospective Real Property. Except as set forth in Schedule 3.12(a) of the Company Disclosure Schedule, no member of the Company Group is a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 3.12(b) of the Company Disclosure Schedule sets forth a list of all real property leased or subleased or otherwise used or occupied by any member of by, and other interests in real property owned by, the Company Group as tenant, lessee, occupant or grantee its Subsidiaries (the “Leased Real Property”). The Company and its Subsidiaries have valid leasehold interests in the Leased Real Property listed on Schedule 2.12(a) of the Disclosure Letter, free and clear of all Liens except for Permitted Liens. (b) The Leased Real Property, together with easements appurtenant thereto, include all of the real property used or held for use in connection with or otherwise required to carry on the business of the Company and its Subsidiaries, as currently conducted. (c) Schedule 2.12(c) of the Disclosure Letter contains a complete and correct list of each applicable lease, license, or similar agreement and any related guarantees, amendments and renewals related all real property leases relating to such the Leased Real Property) Property to which the Company or any of its Subsidiaries is a party or is bound (each, a “Lease” and, collectively, the “Leases”). The Company Group has made available to Parent a true, correct and complete copy of each Lease. Except as set forth on Schedule 3.12(b) copies of the Company Disclosure Schedule, and except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating Leases. Each of the Leases (including any option to creditors’ rights generally, or subject to general principles of equity, each Lease purchase contained therein) is in full force and effect and, to the Knowledge of the Company, is enforceable against the landlord which is party thereto in accordance with its terms, and there exists no material breach or default or event of default (or any event that with notice or lapse of time or both would become a breach or default) on the applicable member part of the Company Group (and each counterparty thereto) or any of its Subsidiaries under any Leases. Neither the Company nor any of its Subsidiaries has a valid, binding and enforceable leasehold interest sent or received any written notice of any uncured breach or default under each any of the Leased Real PropertiesLeases. (d) The Company and its Subsidiaries have legal and beneficial ownership of all of their respective tangible and intangible personal property and assets (i) included in the Financial Statement for the fiscal year ended December 31, 2004 and (ii) purchased or otherwise acquired by the Company and its Subsidiaries since the date of the Financial Statement for the fiscal year ended December 31, 2004, except for properties and assets disposed of in the ordinary course of business, and in each case free and clear of all Liens (other than Permitted Liens). Except , except as set forth otherwise disclosed on Schedule 3.12(b2.12(d) of the Disclosure Letter. The Company Disclosure Schedule, since and its Subsidiaries own or have the Lookback Date, no member right to use all of the properties and assets necessary for the conduct of their business as currently conducted. (e) The buildings, structures and equipment (including motor vehicles and trucks) owned or operated by the Company Group or any of its Subsidiaries are structurally sound and in good operating condition and repair in all material respects (subject to normal wear and tear) and are suitable for the purpose for which they are currently used. (f) To the Knowledge of the Company, all improvements on the Leased Real Property conform to all applicable state and local laws or use restrictions, except as would not, individually or in the aggregate, have a Material Adverse Effect. (g) Neither the Company nor any Subsidiary has received any written notice of any material default pending or event that (with due notice threatened condemnations, planned public improvements, annexation, special assessments, zoning or lapse subdivision changes, or other adverse claims affecting any of time or both) would constitute a material default by any member of the Company Group under any lease with respect to the Leased Real Property, other than defaults that except where such adverse claims would not, individually or in the aggregate, have been cured or waived in writing. Except as set forth on Schedule 3.12(ba Material Adverse Effect. (h) To the Knowledge of the Company Disclosure ScheduleCompany, since the Lookback Date, there is no member private restrictive covenant or governmental use restriction (including zoning) on all or any portion of any of the Company Group has subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof and no member which prohibits the current use of the Company Group has collaterally assigned or granted any other security interest Leased Real Property in any Lease or any interest thereinmaterial respect. (ci) The Prospective Real Properties Company and its Subsidiaries shall use commercially reasonable efforts to obtain and deliver to Parent at least five business days prior to Closing, a Landlord’s Estoppel Certificate and Consent in a form reasonably acceptable to Parent and the Company from the lessor under each of the Leased Real Properties constitute all interests in real property used, occupied or held for use in connection with the business of the Company Group as it is conducted listed on the date hereof. To the Company’s Knowledge, there is no pending or Threatened eminent domain proceeding that would result in the taking of any material portion of any Leased Real Property by a Governmental Authority. All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property and which are the Company’s or another member of the Company Group’s obligation to maintain (the “Improvements”) are in good condition and repair in all material respects and sufficient for the operation of the business of the Company Group. (d) Schedule 3.12(d2.12(i) of the Company Disclosure Schedule sets forth a trueLetter, correct and complete list of all leases of tangible assets of any member of provided that neither the Company Group involving annual payments nor its Subsidiaries shall be required to make any payment to any third party or agree to any concessions in excess of $150,000 (the “Personal Property Leases”). A member of the Company Group has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of the material tangible assets that are used in the conduct of the business of the Company Group as it is conducted on the date hereof, in each case, free and clear of all Liens (other than Permitted Liens). All such material tangible assets are in reasonable operating condition and repair, normal wear and tear excepted, for the conduct of the business of the Company Group as it is conducted on the date hereof. The assets owned, leased or licensed by the Company Group constitute all of the assets that are necessary and are sufficient for the operation of the businesses of the Company Group as such operations have been conductedconnection therewith.

Real Property; Personal Property. (a) The Company Group has a valid leasehold (or subleasehold) interest in, all Real Property and has good and valid title to or a valid leasehold interest in all tangible personal property and other assets reflected in the Company Financial Statements or acquired after the date of the Company Balance Sheet, other than properties and assets sold or otherwise disposed of in the ordinary course of business since the date of the Company Balance Sheet, free and clear of all Liens except for Permitted Liens and other matters, whether or not of record, which do not materially affect the continued use of the applicable property for the purposes for which such property is currently being used by the Company as of the date hereof. The Company does not own any interest in any real property. Schedule 3.12(aproperty other than the leasehold interests created in each parcel of Real Property disclosed on Section 4.14(b) of the Company Disclosure Schedule, which lists the street address of each parcel of leased Real Property. (b) Section 4.14(b) of the Company Disclosure Schedule sets forth a true and complete list as of the date hereof of all real properties any member of Real Property leases to which the Company Group is under contract to purchase a party (the “Prospective Real Properties”). The Company Group has made available to Parent a true, correct and complete copy of the purchase agreement for each Prospective Real Property. Except as set forth in Schedule 3.12(a) of the Company Disclosure Schedule, no member of the Company Group is a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 3.12(b) of the Company Disclosure Schedule sets forth a list of all real property leased or subleased or otherwise used or occupied by any member of the Company Group as tenant, lessee, occupant or grantee (the “Leased Real Property”, together with a list of each applicable lease, license, or similar agreement and any related guarantees, amendments and renewals related to such Leased Real Property) (each, a “Lease” and, collectively, the “Property Leases”). The Company Group has made available to Parent a Purchaser true, correct and complete copy of each Lease. Except as set forth on Schedule 3.12(b) AGREEMENT AND PLAN OF MERGER 31 copies of the Company Disclosure Schedule, and except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, or subject to general principles of equity, each Lease is in full force and effect and the applicable member of the Company Group (and each counterparty thereto) has a valid, binding and enforceable leasehold interest under each of the Leased Real Properties, free and clear of all Liens (other than Permitted Liens). Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has received any written notice of any material default or event that (with due notice or lapse of time or both) would constitute a material default by any member of the Company Group under any lease with respect to the Leased Real Property, other than defaults that have been cured or waived in writing. Except as set forth on Schedule 3.12(b) of the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property Leases, including any amendments or any portion thereof and no member of the Company Group has collaterally assigned modifications thereto or granted any other security interest in any Lease extensions or any interest thereinterminations thereof. (c) The Prospective Company is not in breach of, or in default under, any Real Properties Property Lease, and to the Leased Real Properties constitute all interests in real property used, occupied or held for use in connection with the business Knowledge of the Company Group as it is conducted on the date hereof. To the Company’s Knowledge, there is no pending or Threatened eminent domain proceeding that would result in the taking of landlord under any material portion of any Leased Real Property by a Governmental Authority. All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included Lease is in the Leased breach of or default under any Real Property Lease. Each Real Property Lease is a valid and which are the Company’s or another member binding obligation of the Company Group’s obligation and, to maintain (the “Improvements”) are in good condition and repair in all material respects and sufficient for the operation Knowledge of the business Company, of each landlord thereto and is in full force and effect. The Company, the Company GroupSpokane Landlord and its current lender have duly executed and acknowledged a Subordination, Non-Disturbance and Attornment Agreement that correctly identifies the Spokane Real Property Lease, as amended. (d) Schedule 3.12(d) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Company Disclosure Schedule sets forth a true, correct and complete list of all leases of tangible assets of any member of the Company Group involving annual payments in excess of $150,000 (the “Personal Property Leases”). A member of the Company Group has good and valid title to, or in the case of leased tangible assets, a valid leasehold interest in, all of the material tangible assets that are used in the conduct of the business of the Company Group as it is conducted on the date hereof, in each case, free and clear of all Liens (other than Permitted Liens). All such material tangible assets are in reasonable good operating condition and repair, normal repair (ordinary wear and tear excepted), and none of such items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. (e) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company, together with all other properties and assets of the Company, are sufficient for the conduct of the Company’s business of the Company Group as it is conducted on the date hereof. The assets owned, leased or licensed by the Company Group and constitute all of the rights, property and assets that are necessary and are sufficient for to conduct the operation of the businesses of the Company Group Company’s business as such operations have been currently conducted.

Real Property; Personal Property. (a) The Company Group does not own any real property. Schedule 3.12(a) of the Company Disclosure Schedule sets forth a list of all real properties any No member of the Company Group is under contract to purchase owns any real property. (b) Section 3.7(b) of the “Prospective Real Properties”). The Company Group has made available to Parent Disclosure Schedule contains a true, correct and complete copy of the purchase agreement for each Prospective Real Property. Except as set forth in Schedule 3.12(a) of the Company Disclosure Schedule, no member of the Company Group is a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 3.12(b) of the Company Disclosure Schedule sets forth a list of (i) all real property that is leased or subleased or otherwise used or occupied by any a member of the Company Group as tenant, lessee, occupant or grantee tenant (the “Leased Real Property”) and (ii) all real property which is leased by a member of the Company Group, together with a list of each applicable leaseas lessor, licenseto third parties, or similar agreement and any related guarantees, amendments and renewals related to such Leased Real Property) (eachProperty which is subleased by a member of the Company Group, a “Lease” andas sublessor, collectivelyto third parties, in each case, as of the “Leases”)date of this Agreement. The Company Group has delivered or made available to Parent complete copies of all the real property leases, subleases or other agreements (each lease, sublease or other agreement, whether or not entered into prior to, on or after the date hereof, together with all amendments, modifications, supplements, guaranties, exhibits, annexes and schedules relating thereto, a true, correct and complete copy of “Real Property Lease”) with respect to each LeaseLeased Real Property. Except as set forth on Schedule 3.12(b) No options available to any member of the Company Disclosure Schedule, and except as may be limited by bankruptcy, insolvency, reorganization, moratorium or Group have been exercised other similar laws relating than pursuant to creditors’ rights generally, or subject a writing included in the Real Property Leases. Subject to general principles of equitythe Remedies Exception, each Real Property Lease is in full force and effect and the applicable member of the Company Group (and each counterparty thereto) has is a valid, binding and enforceable leasehold interest under each obligation of the member of the Company Group that is a party to such lease and, to the Knowledge of the Company, the other parties thereto. (c) The Company or one of its Subsidiaries has valid leasehold estates in all Leased Real PropertiesProperty, free and clear of all Liens (other than except Permitted Liens). Except as set forth on Schedule 3.12(b. (d) Neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company Disclosure Schedule, since the Lookback DateCompany, no member of the Company Group has received other party thereto is) in material default under any Real Property Lease. No written notice of any material default under any Real Property Lease, which default remains uncured, has been sent or event that (received by the Company or any of its Subsidiaries. No conditions or circumstances exist which, with due notice or the lapse of time or the giving of notice, or both) , would constitute a material default by any member of the Company Group or breach under any lease with respect Real Property Lease. No Real Property Lease is subject to the Leased Real Propertyany material defenses, other than defaults that have been cured setoffs, or waived in writing. Except as set forth on Schedule 3.12(bcounterclaims, and no material obligations of any landlords or sub-landlords thereunder are delinquent. (e) of the Company Disclosure Schedule, since the Lookback Date, no member of the Company Group has subleased, licensed or otherwise granted any Person the right to use or occupy any Each Leased Real Property or any portion thereof and no member of the Company Group has collaterally assigned or granted any other security interest is being used in any Lease or any interest therein. (c) The Prospective Real Properties and the Leased Real Properties constitute all interests in real property used, occupied or held for use in connection with the business of the Company Group as it is conducted on the date hereof. To the Company’s Knowledge, there is no pending or Threatened eminent domain proceeding that would result in the taking of any material portion of any Leased Real Property by a Governmental Authority. All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property and which are the Company’s or another member of the Company Group’s obligation to maintain (the “Improvements”) are in good condition and repair in all material respects and sufficient for the operation of the business of the Company Groupand its Subsidiaries as currently conducted and is suitable for same, and no other real property is being used or is otherwise reasonably required to operate the business of the Company and its Subsidiaries as currently conducted or is anticipated to be operated pursuant to the terms hereof after the Closing Date. The Company or one of its Subsidiaries has exclusive possession of each parcel of the Leased Real Property, other than any occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect to such real property entered in the ordinary course of business. There are no third party contracts in effect to which any of the Company or its Subsidiaries is a party for the performance of any repairs, work, and/or capital improvements at any Leased Real Property, and there is currently no ongoing construction work in, on, or about any Leased Real Property other than normal, immaterial maintenance and repairs being performed in the ordinary course of business. There are no leasing commissions due from the Company or any of its Subsidiaries with respect to any Leased Real Property. There is no pending, or, to the Knowledge of the Company threatened, condemnation of any part of any Leased Real Property by any Governmental Authority. (df) Schedule 3.12(d) of the Company Disclosure Schedule sets forth a true, correct and complete list of all leases of tangible assets of any member of the The Company Group involving annual payments in excess of $150,000 (the “Personal Property Leases”). A member of the Company Group i) has valid and good and valid title to, or in the case of leased tangible assetspersonal property has valid, a valid binding and enforceable leasehold interest interests in, all items of the material tangible assets that are used in the conduct of the business of the Company Group as it is conducted on the date hereofpersonal property, except, in each case, free where the failure to have such good title or valid, binding and clear enforceable leasehold interests, individually or in the aggregate, is not and would not reasonably be expected to be material to the Company Group, and (ii) is not subject to any contractual restriction with respect to any items of all Liens (other than Permitted Liens)personal property, except for restrictions that, if violated and enforced, individually or in the aggregate, would not be, or would not reasonably be expected to be material to the Company Group. All such material tangible assets are in reasonable operating condition and repair, normal wear and tear excepted, for the conduct of the business No personal property of the Company Group Group, or leased by the Company Group, is subject to any Liens, except for Permitted Liens. All personal property of the Company Group, or leased by the Company Group, is in good working order, condition and repair consistent with normal industry standards and subject to ordinary course wear and tear, and conform to all Applicable Law and Permits, except as it is conducted on would not be, or would not reasonably be expected to be material to the date hereofCompany Group. The assets owned, leased and properties used or licensed held for use by the Company Group constitute all of the assets that are necessary and are sufficient for the operation of the businesses of Company Group to conduct and operate its business as conducted by the Company Group as such operations have been conductedduring the past twelve (12) months.