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

Real Property; Title to Assets. (a) No Group Company owns or has ever owned any real property. (b) True, materially complete and correct copies of each lease, sublease, license, sublicense, and other occupancy agreements, pursuant to which any Group Company leases, subleases, licenses, sublicenses, or otherwise occupies any real property (each, a “Lease”) and each amendment and guaranty to any of the foregoing in effect as of the date of this Agreement have prior to the date of this Agreement been made available to Kcompany or its counsel. There are no leases, subleases, concessions or other contracts granting to any person other than a Group Company the right to use or occupy any real property subject to a Lease. All such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions. There is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by any Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to any Group Company. (c) There are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used, except as would not, individually or in the aggregate, be material to such Group Company. There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that would not have a Company Material Adverse Effect. (d) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold, license, subleasehold, or sublicense 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 other than Permitted Liens, except as would not, individually or in the aggregate, be material to such Group Company.

Real Property; Title to Assets. (a) No Group The Company owns or has ever owned does not own any real propertyproperty in fee. (b) TrueSection 3.14(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property leased, materially complete 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 correct copies (iii) a description of each the applicable lease, sublease, license, sublicense, sublease or other agreement therefore and other occupancy agreements, pursuant to which any Group and all amendments and modifications relating thereto. No Company leases, subleases, licenses, sublicenses, or otherwise occupies any real property (each, a “Lease”) and each amendment and guaranty Lease Agreement is subject to any of the foregoing in effect as of the date of this Agreement have prior Lien, including any right to the date use or occupancy of this Agreement been made available to Kcompany or its counsel. There are no leasesany Company Leased Real Property, subleases, concessions or other contracts granting to any person other than a Group Company the right Permitted Liens. (c) Except as has not had and would not reasonably be expected to use or occupy any real property subject to a Lease. All such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions. There is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by any Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would nothave, individually or in the aggregate, be material 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 Group 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. (cd) There are no contractual The Company has good and marketable title to, or legal restrictions that preclude a valid and binding leasehold or restrict the ability of any Group Company to use any Leased Real Property by such party other interest in, all tangible personal property necessary for the purposes conduct of its businesses of the Company, taken as a whole, as currently conducted, free and clear of all Liens (except for which it is currently being used, Permitted Liens) except as has not had and would notnot reasonably be expected to have, individually or in the aggregate, be material to such Group Company. There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that would not have a Company Material Adverse Effect. (d) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold, license, subleasehold, or sublicense 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 other than Permitted Liens, except as would not, individually or in the aggregate, be material to such Group Company.

Real Property; Title to Assets. (a) No Group Section 4.12(a) of the Company owns Disclosure Schedule sets forth the Owned Real Property. The Company or one of the Company Subsidiaries has ever owned any real propertygood and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liens. (b) TrueSection 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, materially complete and correct copies sets forth a list of each lease, sublease, license, sublicense, and other occupancy agreements, license pursuant to which the Company or any Group Company Subsidiary leases, subleases, licenses, sublicenses, subleases or otherwise occupies any 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 and guaranty to any of the foregoing in effect as (collectively, the “Lease Documents”). True, correct and complete copies of the date of this Agreement all Lease Documents have prior to the date of this Agreement been made available to Kcompany or its counselVectoIQ. There Except as 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 other any than a Group the Company or Company Subsidiaries the right to use or occupy any real property subject to a Lease. All 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. There , 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 constitute a default) by the Company or any Group Company Subsidiary or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company, nor any Group CompanyCompany Subsidiary, has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property. (c) There are no contractual or legal restrictions that preclude or restrict the ability of any Group the Company or Company Subsidiary to use any Owned Real Property or Leased Real Property by such party for the purposes for which it is currently being used, except as would not, individually or in the aggregate, be material to such Group Companythe 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, and improvements thereon, other than those that would not have a Company Material Adverse Effect. (d) Each Group 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, license, subleasehold, leasehold or sublicense 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 other than Permitted Liens, except as would not, individually or in the aggregate, be material to such Group Companythe Company and the Company Subsidiaries, taken as a whole.

Real Property; Title to Assets. (a) No Group The Company owns or a Subsidiary of the Company has ever owned any real property. (b) True, materially complete good and correct copies of each lease, sublease, license, sublicense, and other occupancy agreements, pursuant valid title in fee simple to which any Group Company leases, subleases, licenses, sublicenses, or otherwise occupies any all real property and interests in real property owned by the Company or any of its Subsidiaries (each, a the “LeaseCompany Owned Real Property”) free and each amendment clear of all Liens (other than Permitted Liens) and guaranty 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 foregoing “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), in effect as each case, free and clear of the date of this Agreement have prior to the date of this Agreement been made available to Kcompany or its counsel. There are no leases, subleases, concessions or other contracts granting to any person all Liens (other than a Group Company the right to use or occupy any real property subject to a Lease. All such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions. There is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a defaultPermitted Liens) by any Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would notas, individually or in the aggregate, be material to any Group Company. (c) There are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used, except as would not, individually or in the aggregate, be material to such Group Company. There are no latent defects or adverse physical conditions affecting the Leased Real Property, has not had and improvements thereon, other than those that would not reasonably be expected to have a Company Material Adverse Effect. (db) Each Group Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company Owned Real Property is in compliance with all existing Laws applicable to such Company Owned Real Property, (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 Owned Real Property 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. (c) The Company or a Subsidiary of the Company has legal good and valid title to, or, in the case of Leased Real Property or a valid and assets, valid leasehold, license, subleasehold, binding leasehold or sublicense interests other interest in, all tangible personal property necessary for the conduct of the business of the Company and its properties and assetsSubsidiaries, tangible and intangibletaken as a whole, real, personal and mixed, used or held for use in its businessas currently conducted, free and clear of all Liens (other than Permitted Liens, ) except as has not had and would notnot reasonably be expected to have, individually or in the aggregate, be material to such Group Companya Company Material Adverse Effect.