Common use of Real Property; Title to Assets Clause in Contracts

Real Property; Title to Assets. (a) The Company does not own any real property in fee. (b) Section 3.14(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any of its Subsidiaries (collectively, the “Company Leased Real Property”), (ii) the address for each parcel of Company Leased Real Property, and (iii) a description of the applicable lease, sublease or other agreement therefore and any and all amendments and modifications relating thereto. No Company Lease Agreement is subject to any Lien, including any right to the use or occupancy of any Company Leased Real Property, other than Permitted Liens. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each parcel of Company Leased Real Property is in compliance with all existing Laws applicable to such Company Leased Real Property, and (ii) neither the Company nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to the Company’s Knowledge there are no such Proceedings threatened, affecting any portion of the Company Leased Real Property. (d) The Company has good and marketable title to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of its businesses of the Company, taken as a whole, as currently conducted, free and clear of all Liens (except for Permitted Liens) except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Real Property; Title to Assets. (a) The Neither the Company does not own nor any of its Subsidiaries owns any real property in feeproperty. (b) Section 3.14(b) of the Company Disclosure Schedule Letter sets forth forth, as of the date of this Agreement, (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any of its Subsidiaries (collectively, the “Company Leased Real Property”), (ii) the address for each parcel of Company Leased Real Property, and (iii) a description of the applicable lease, sublease or other agreement therefore and any and all amendments and modifications relating thereto. No Except as would not reasonably be expected to be material to the Company Lease Agreement is and its Subsidiaries, taken as a whole, the Company or one of its Subsidiaries, as applicable, has a good and valid leasehold interest in or contractual right to use or occupy, subject to any Lienthe terms of the applicable Lease Agreement, including any right to the use or occupancy of any Company each Leased Real Property, free and clear of all Liens, other than Permitted Liens. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each parcel of Company Leased Real Property is in compliance with all existing Laws applicable to such Company Leased Real Property, and (ii) neither Neither the Company nor any of its Subsidiaries has received written (or the Knowledge of the Company, oral) notice of any Legal Proceedings in eminent domain, condemnation or other similar Legal Proceedings that are pending, and to the Company’s Knowledge there are no such Legal Proceedings threatened, affecting any portion of the Company Leased Real Property. (d) The Company or one of its Subsidiaries, as applicable, has good and marketable title to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of its businesses of the Company, taken as a whole, as currently conductedCompany and its Subsidiaries, free and clear of all Liens (except for Liens, other than Permitted Liens, and all such property is in good operating condition and repair (ordinary wear and tear expected) except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectis suitable for its present use.

Real Property; Title to Assets. (a) The Company does not own any real property in fee. (b) Section 3.14(b4.12(a) of the Company Disclosure Schedule sets forth (i) a true and complete list the Owned Real Property. The Company or one of all real property leased, subleased or otherwise occupied by the Company or any of its Subsidiaries (collectively, has good and valid title in fee simple to the “Company Leased Real Property”), (ii) the address for each parcel of Company Leased Owned Real Property, free and (iii) a description clear of the applicable lease, sublease or other agreement therefore and any and all amendments and modifications relating thereto. No Company Lease Agreement is subject to any Lien, including any right to the use or occupancy of any Company Leased Real Property, Liens other than Permitted Liens. (cb) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, and license pursuant to which the Company or any Company Subsidiary leases, subleases or licenses and real property (each, a “Lease”), with the name of the lessor and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to VectoIQ. Except as has not had otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, concessions or other contracts granting to any person any than the Company or Company Subsidiaries the right to use or occupy any real property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would not reasonably be expected constitute a default) by the Company or any Company Subsidiary or, to havethe Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, a Company Material Adverse Effect, (i) each parcel of Company Leased Real Property is in compliance with all existing Laws applicable be material to such Company Leased Real Property, and (ii) neither the Company and the Company Subsidiaries, taken as a whole. Neither the Company, nor any of its Subsidiaries Company Subsidiary, has received written notice of subleased, sublicensed or otherwise granted to any Proceedings in eminent domainperson any right to use, condemnation occupy or other similar Proceedings that are pending, and to the Company’s Knowledge there are no such Proceedings threatened, affecting possess any portion of the Company Leased Real Property. (dc) The There are no contractual or legal restrictions that preclude or restrict the ability of the Company has good and marketable title to, or a valid and binding leasehold Company Subsidiary to use any Owned Real Property or other interest in, all tangible personal property necessary Leased Real Property by such party for the conduct of its businesses of purposes for which it is currently being used, except as would not, individually or in the Companyaggregate, be material to the Company and the Company Subsidiaries, taken as a whole. There are no latent defects or adverse physical conditions affecting the Owned Real Property or Leased Real Property, as currently conductedand improvements thereon, other than those that would not have a Company Material Adverse Effect. (d) Each of the Company and the Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens (except for other than Permitted Liens) , except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a Company Material Adverse Effectwhole.

Real Property; Title to Assets. (a) The Company does not own any real property in fee. (b) Section 3.14(b) or a Subsidiary of the Company Disclosure Schedule sets forth (i) a true has good and complete list of valid title in fee simple to all real property leased, subleased or otherwise occupied and interests in real property owned by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) free and clear of all Liens (other than Permitted Liens) and has good and valid title to the leasehold estates in all real property and interests in real property leased by the Company or any of its Subsidiaries (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), in each case, free and clear of all Liens (ii) the address for each parcel of Company Leased Real Property, and (iii) a description of the applicable lease, sublease or other agreement therefore and any and all amendments and modifications relating thereto. No Company Lease Agreement is subject to any Lien, including any right to the use or occupancy of any Company Leased Real Property, other than Permitted Liens) except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (cb) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each parcel of the Company Leased Owned Real Property is in compliance with all existing Laws applicable to such Company Leased Owned Real Property, and (ii) neither the Company nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to the Company’s Knowledge there are no such Proceedings threatened, affecting any portion of the Company Leased Owned Real PropertyProperty and (iii) the buildings, structures, fixtures, equipment and machinery of the Company and each of its Subsidiaries are sufficient in all material respects for the conduct of the business as currently conducted and are in all material respects structurally sound, in good operating condition and repair (ordinary wear and tear expected) and are adequate for the uses to which they are being put. (dc) The Company or a Subsidiary of the Company has good and marketable valid title to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of its businesses the business of the CompanyCompany and its Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens (except for other than Permitted Liens) except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.