Common use of Tangible Property Clause in Contracts

Tangible Property. (a) The Company does not own, and has not owned, any real property. Section 4.14(a) of the Company Disclosure Schedule contains a true, correct and complete list of each parcel of real property that, as of the date of this Agreement, is leased or licensed from or to a third party by the Company (“Leased Real Property”), the name of the third party lessor(s) or ▇▇▇▇▇▇(s) thereof, as the case may be, the date of the lease or license relating thereto and all amendments thereof. The Company has a valid and subsisting leasehold interest in all material Leased Real Property leased by it or license in all material Leased Real Property licensed by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. (b) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company or the Business, the Company has valid and subsisting ownership or leasehold interests in all of the tangible personal assets and properties used or leased for use by the Company in connection with the conduct of the Business, free and clear of all Encumbrances, other than Permitted Encumbrances. (c) The plants, buildings, structures and equipment owned or leased by the Company have no material defects, are in good operating condition and repair in all material respects and have been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are, to the Knowledge of the Company, adequate and suitable in all material respects for their present uses and, in the case of plants, buildings and other structures (including the roofs thereof), structurally sound in all material respects.

Tangible Property. (a) The Company does not own, and has not owned, any real property. Section 4.14(a) of the Company Disclosure Schedule contains a true, correct and complete list of each parcel of real property that, as of the date of this Agreement, is leased or licensed from or to a third party by the Company (“Leased Real Property”), the name of the third party lessor(s) or ▇▇▇▇▇▇(slessee(s) thereof, as the case may be, the date of the lease or license relating thereto and all amendments thereof. The Company has a valid and subsisting leasehold interest in all material Leased Real Property leased by it or license in all material Leased Real Property licensed by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. (b) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company or the Business, the Company has valid and subsisting ownership or leasehold interests in all of the tangible personal assets and properties used or leased for use by the Company in connection with the conduct of the Business, free and clear of all Encumbrances, other than Permitted Encumbrances. (c) The plants, buildings, structures and equipment owned or leased by the Company have no material defects, are in good operating condition and repair in all material respects and have been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are, to the Knowledge of the Company, adequate and suitable in all material respects for their present uses and, in the case of plants, buildings and other structures (including the roofs thereof), structurally sound in all material respects.

Tangible Property. (ai) The Company does not own, and has not owned, any real property. Section 4.14(a) As of the Company Disclosure Schedule contains a trueClosing, correct and complete list of each parcel of real property that, as of the date of this Agreement, is leased or licensed from or to a third party by the Company (“Leased Real Property”)will have good and marketable title to all tangible properties and assets included in the Included Assets, the name of the third party lessor(s) or ▇▇▇▇▇▇(s) thereof, as the case may be, the date of the lease or license relating thereto and all amendments thereof. The Company has a valid and subsisting leasehold interest in all material Leased Real Property leased by it or license in all material Leased Real Property licensed by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. (b) Except as would not reasonably be expected to bewith only such exceptions as, individually or in the aggregate, material could not reasonably be expected to have a TG Business Material Adverse Effect; provided, however, that the foregoing representation is not made with respect to the Company or the BusinessProperty, the Company has valid TG Leases (as defined in Section 3.1(q)(iii)) and subsisting ownership or leasehold any other interests in real property included in the Included Assets, as to all of which the representations contained in the next sentence and in sections 3.1(q) (ii) and (iii) below, as applicable, shall apply. All of the tangible personal properties and assets included in the Included Assets have been maintained and properties used or leased repaired for use by their continued operation and are in good operating condition, reasonable wear and tear excepted, and usable in the Company in connection with the conduct ordinary course of business. (ii) All of the Business, Included Assets are free and clear of all Encumbrancesliens and encumbrances, other than except (1) liens for taxes not yet due and payable, (2) liens of landlords, vendors, warehousemen and mechanics, and (3) Permitted Encumbrances. To the knowledge of the Company, all real estate properties that are Included Assets (whether owned or leased) are in compliance with all applicable laws, statutes, rules and regulations (including, without limitation, building and zoning laws) and all covenants, conditions, restrictions or easements affecting the property or its use or occupancy, the failure to comply with which could, individually or in the aggregate, reasonably be expected to have a TG Business Material Adverse Effect, and no notices of any such failures to comply have been received by the Company; provided, however, that the foregoing representation is not made with respect to Environmental Laws, as to which the representations contained in Section 3.1(n) shall apply. (ciii) Each of the leases (the "TG Leases") listed as an Included Asset is unmodified and in full force and effect (and true and complete copies thereof, together with any additional amendments and supplements thereto, have been delivered to Buyer and are included in Section 3.1(q) of the Company Disclosure Schedule, and, to the knowledge of the Company, there are no other agreements, written or oral, between the Company and any third parties claiming an interest in the interest of the Company in, or otherwise affecting the use and occupancy of, the property leased under each TG Lease. The plantsCompany is not in material default under the TG Leases, buildings, structures and equipment owned no material defaults (whether or leased not subsequently cured) by the Company have been alleged thereunder and no event has occurred that, with the giving of notice or the passage of time, would constitute a material defects, are in good operating condition and repair in all material respects and have been reasonably maintained consistent with standards generally followed in default thereunder. To the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are, to the Knowledge knowledge of the Company, adequate no lessor named in any of the TG Leases is in default thereunder, and suitable in all material respects for their present uses and, in the case of plants, buildings and other structures no defaults (including the roofs thereof), structurally sound in all material respectswhether or not subsequently cured) by such lessor have been alleged thereunder.

Tangible Property. (ai) The Company does not own, and has not owned, any real property. Section 4.14(a) As of the Company Disclosure Schedule contains a trueClosing, correct and complete list of each parcel of real property that, as of the date of this Agreement, is leased or licensed from or to a third party by the Company (“Leased Real Property”)will have good and marketable title to all tangible properties and assets included in the Included Assets, the name of the third party lessor(s) or ▇▇▇▇▇▇(s) thereof, as the case may be, the date of the lease or license relating thereto and all amendments thereof. The Company has a valid and subsisting leasehold interest in all material Leased Real Property leased by it or license in all material Leased Real Property licensed by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. (b) Except as would not reasonably be expected to bewith only such exceptions as, individually or in the aggregate, material could not reasonably be expected to have a TG Business Material Adverse Effect; provided, however, that the foregoing representation is not made with respect to the Company or the BusinessProperty, the Company has valid TG Leases (as defined in Section 3.1(q)(iii)) and subsisting ownership or leasehold any other interests in real property included in the Included Assets, as to all of which the representations contained in the next sentence and in sections 3.1(q) (ii) and (iii) below, is applicable, shall apply. All of the tangible personal properties and assets included in the Included Assets have been maintained and properties used or leased repaired for use by their continued operation and are in good operating condition, reasonable wear and tear excepted, and usable in the Company in connection with the conduct ordinary course of business. (ii) All of the Business, Included Assets are free and clear of all Encumbrancesliens and encumbrances, other than except (1) liens for taxes not yet due and payable, (2) liens of landlords, vendors, warehousemen and mechanics, and (3) Permitted Encumbrances. To the knowledge of the Company, all real estate properties that are Included Assets (whether owned or leased) are in compliance with all applicable laws, statutes, rules and regulations (including, without limitation, building and zoning laws) and all covenants, conditions, restrictions or easements affecting the property or its use or occupancy, the failure to comply with which could, individually or in the aggregate reasonably be expected to have a TG Business Material Adverse Effect, and, no notices of any such failures to comply have been received by the Company; provided, however, that the foregoing representation is not made with respect to Environmental Laws, as to which the representations contained in Section 3.1(n) shall apply. (ciii) Each of the leases (the "TG Leases") listed as an Included Asset is unmodified and in full force and effect (and true and complete copies thereof, together with any additional amendments and supplements thereto, have been delivered to Buyer and are included in Section 3.1(q) of the Company Disclosure Schedule, and, to the knowledge of the Company, there are no other agreements, written or oral, between the Company and any third parties claiming an interest in the interest of the Company in, or otherwise affecting the use and occupancy of, the property leased under each TG Lease. The plantsCompany is not in material default under the TG Leases, buildings, structures and equipment owned no material defaults (whether or leased not subsequently cured) by the Company have been alleged thereunder and no event has occurred that, with the giving of notice or the passage of time, would constitute a material defects, are in good operating condition and repair in all material respects and have been reasonably maintained consistent with standards generally followed in default thereunder. To the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are, to the Knowledge knowledge of the Company, adequate no lessor named in any of the TG Leases is in default thereunder, and suitable in all material respects for their present uses and, in the case of plants, buildings and other structures no defaults (including the roofs thereof), structurally sound in all material respectswhether or not subsequently cured) by such lessor have been alleged thereunder.