Common use of Title to and Condition of Property Clause in Contracts

Title to and Condition of Property. (i) The Company does not own property and assets, movable and immovable, whatsoever. Each of its Subsidiaries have: (i) good and marketable title free and clear of all Liens to all of the property and assets, movable and immovable, reflected in the Company’s and/or the respective Subsidiaries’ most recent balance sheet included in the consolidated financial statements (except assets sold or otherwise disposed of since such date in the ordinary course of business and liens in favor of lenders created pursuant to project finance facilities as described in Section 3.01 A (x) of the Current Company Disclosure Schedule); (ii) with respect to leased properties and assets, valid leasehold interests therein free and clear of all Liens other than Liens in favor of lenders created pursuant to project finance facilities as described in Section 3.01 A (x) of the Current Company Disclosure Schedule; and (iii) in accordance with Applicable Law, acquired and/or leased adequate land required for development of each of the solar power generation projects being implemented by the Subsidiaries, and where relevant, the appropriate land records have been updated to reflect the Subsidiary as the sole and absolute owner of such land or lessee, as applicable. Each of the Subsidiaries owns or has valid right to use all property and assets (tangible or intangible) necessary for the conduct of its business as now conducted. (ii) The plant, property and equipment of the Subsidiaries that are used in the Operations are in good operating condition and repair, subject to normal wear and tear not caused by neglect, and are adequate and suitable for the purposes for which they are currently being used. All properties used in the Operations are reflected in the Company’s and AZI’s most recent balance sheet included in the consolidated financial statements to the extent the Accounting Standards require the same to be reflected. (iii) AZI has acquired absolute, clear and marketable title free of all Liens over private land admeasuring 91.8 (ninety one decimal eight) acres, being the aggregate land on which the Chhattisgarh Projects are being developed by AZI for which AZI has issued a letter of intimation dated 26 December 2014 to the Collector and District Magistrate, Durg) (“Chhattisgarh Projects Private Land”); AZI is permitted to use the Chhattisgarh Projects Private Land for the development of the Chhattisgarh Projects and AZI is not required to seek prior Authorization from any Authority for use of the Chhattisgarh Projects Private Land for the development of the Chhattisgarh Projects; the relevant land records have been updated to reflect AZI as the sole and absolute owner of the Chhattisgarh Projects Private Land in accordance with Applicable Law; and AZI has control and holds actual possession without any encumbrance/interference/encroachments from third parties over the Chhattisgarh Projects Private Land. (iv) AZ Urja has acquired leasehold rights over private land admeasuring 45.696 (forty five decimal six hundred and ninety six) acres for Punjab Project I, 77.86875 (seventy seven decimal eighty six thousand eight hundred and seventy five) acres for Punjab Project II, and 20.4625 (twenty decimal four thousand six hundred and twenty five) acres for Punjab Project III (collectively the “Punjab Projects Private Land”), being the entire aggregate land used by AZ Urja for the development of the Punjab Projects and for which AZ Urja has obtained the Punjab CLU Permissions; the relevant land records have been updated to reflect AZ Urja as the holder of leasehold rights of the Punjab Projects Private Land in accordance with Applicable Law; and AZ Urja has control and holds actual possession without any encumbrance/interference/encroachments from third parties over the Punjab Projects Private Land.

Title to and Condition of Property. (ia) The Company does not own property any real property. SECTION 5.14 of the Disclosure Schedule identifies all of the rights and assetsinterests in leasehold estates owned by the Company as of the date hereof, movable and immovable, whatsoever. Each the nature and amount of its Subsidiaries have: (i) interest therein. To the Knowledge of the Company, the Company has valid, subsisting and enforceable leases to all leasehold estates identified and reflected in SECTION 5.14 of the Disclosure Schedule and either good and marketable title or rights as lessee to all personalty of any kind or nature owned or used by the Company in connection with the Business, in each case free and clear of all Liens to all except for (i) Liens, defects or irregularities of title identified on SECTION 5.14 of the property and assetsDisclosure Schedule or filed of record against the real estate of which the demised premises are a part, movable and immovablein any such instance which, reflected individually or in the Company’s and/or aggregate, do not detract from or materially interfere with the respective Subsidiaries’ most recent balance sheet included in present or reasonably foreseeable use or value of the consolidated financial statements (except assets sold properties subject thereto or otherwise disposed of since such date in have or reasonably could have a Material Adverse Effect on the ordinary course of business Company, and liens in favor of lenders created pursuant to project finance facilities as described in Section 3.01 A (x) of the Current Company Disclosure Schedule); (ii) with respect to leased properties Liens for non-delinquent Taxes and assets, valid leasehold interests therein free and clear of all Liens non-delinquent statutory liens arising other than Liens by reason of default by the Company. The assets and properties owned or leased by the Company are sufficient to operate and conduct the Business in favor a manner consistent with at least the same standards of lenders created pursuant to project finance facilities quality and reliability as described in Section 3.01 A (x) have been achieved as of the Current Company Disclosure Schedule; and (iii) in accordance with Applicable Law, acquired and/or leased adequate land required for development of each of the solar power generation projects being implemented by the Subsidiaries, and where relevant, the appropriate land records have been updated to reflect the Subsidiary as the sole and absolute owner date hereof. The Company's possession of such land property has not been disturbed and no claim has been asserted, whether oral or lesseein writing, as applicable. Each of against the Subsidiaries owns or has valid right Company adverse to use all property and assets (tangible or intangible) necessary for the conduct of its business as now conductedrights in such leasehold interests. (iib) The plantAll demised premises, property structures, appurtenances and material items of machinery, equipment of and other material tangible assets used by the Subsidiaries that are used Company in connection with the Operations Business are in good operating condition and repair, subject to normal wear and tear not caused by neglectexcepted, and are usable in the ordinary course of business, are adequate and suitable for the purposes for uses to which they are currently being used. All properties used put and, (y) conform in the Operations are reflected in all material respects to all applicable laws, ordinances, codes, rules, regulations and authorizations relating to their construction, use and operation, except where such non-compliance would not have a Material Adverse Effect on the Company’s and AZI’s most recent balance sheet included in the consolidated financial statements to the extent the Accounting Standards require the same to be reflected. (iii) AZI has acquired absolute, clear and marketable title free of all Liens over private land admeasuring 91.8 (ninety one decimal eight) acres, being the aggregate land on which the Chhattisgarh Projects are being developed by AZI for which AZI has issued a letter of intimation dated 26 December 2014 to the Collector and District Magistrate, Durg) (“Chhattisgarh Projects Private Land”); AZI is permitted to use the Chhattisgarh Projects Private Land for the development of the Chhattisgarh Projects and AZI is not required to seek prior Authorization from any Authority for use of the Chhattisgarh Projects Private Land for the development of the Chhattisgarh Projects; the relevant land records have been updated to reflect AZI as the sole and absolute owner of the Chhattisgarh Projects Private Land in accordance with Applicable Law; and AZI has control and holds actual possession without any encumbrance/interference/encroachments from third parties over the Chhattisgarh Projects Private Land. (iv) AZ Urja has acquired leasehold rights over private land admeasuring 45.696 (forty five decimal six hundred and ninety six) acres for Punjab Project I, 77.86875 (seventy seven decimal eighty six thousand eight hundred and seventy five) acres for Punjab Project II, and 20.4625 (twenty decimal four thousand six hundred and twenty five) acres for Punjab Project III (collectively the “Punjab Projects Private Land”), being the entire aggregate land used by AZ Urja for the development of the Punjab Projects and for which AZ Urja has obtained the Punjab CLU Permissions; the relevant land records have been updated to reflect AZ Urja as the holder of leasehold rights of the Punjab Projects Private Land in accordance with Applicable Law; and AZ Urja has control and holds actual possession without any encumbrance/interference/encroachments from third parties over the Punjab Projects Private Land.

Title to and Condition of Property. (ia) The Company does not own Disclosure Schedule identifies all of the rights and interests in real property and assetsleasehold estates owned by the Company as of the date hereof, movable and immovable, whatsoever. Each the nature and amount of its Subsidiaries have: (i) respective interest therein. The Company has Defensible Title to all real property and have valid, subsisting and enforceable leases to all leasehold estates identified and reflected in the Disclosure Schedule and either good and marketable indefeasible title or rights as lessee to all personalty of any kind or nature owned or used by the Company in its business, in each case free and clear of all Liens to all Security Interests, easements, covenants or other restrictions whatsoever, except for (i) Security Interests or irregularities of title identified on the Disclosure Schedule which, individually or in the aggregate, do not detract from or interfere with the present or reasonably foreseeable use or value of the property properties subject thereto, and assets, movable and immovable, reflected in the Company’s and/or the respective Subsidiaries’ most recent balance sheet included in the consolidated financial statements (except assets sold or otherwise disposed of since such date in the ordinary course of business and liens in favor of lenders created pursuant to project finance facilities as described in Section 3.01 A (x) of the Current Company Disclosure Schedule); (ii) with respect to leased properties Security Interests for non-delinquent ad valorem taxes and assets, valid leasehold interests therein free and clear of all Liens non-delinquent statutory liens arising other than Liens in favor by reason of lenders created pursuant to project finance facilities as described in Section 3.01 A (x) of default by the Current Company Disclosure Schedule; and (iii) in accordance with Applicable LawPermitted Exceptions. (b) With respect to each parcel of owned real property: (i) there are no pending or, acquired and/or leased adequate land required for development of each to the best Knowledge of the solar power generation projects being implemented by Company and Seller, threatened condemnation proceedings, lawsuits or administrative actions relating to the Subsidiariesproperty or other matters affecting adversely the current use, and where relevant, the appropriate land records have been updated to reflect the Subsidiary as the sole and absolute owner of such land occupancy or lessee, as applicable. Each of the Subsidiaries owns or has valid right to use all property and assets (tangible or intangible) necessary for the conduct of its business as now conducted.value thereof; (ii) The plantthe legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, property the buildings and equipment improvements are located within the boundary lines of the Subsidiaries that described parcels of land, are used not in violation of applicable setback requirements, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (iii) to the best Knowledge of the Company and Seller, all facilities have received all approvals of Governmental Entities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, rules and regulations; (iv) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; (v) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (vi) there are no parties (other than the Company) in possession of the parcel of real property, other than tenants under any leases disclosed in the Operations Disclosure Schedule which are in possession of space to which they are entitled; (vii) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcel of real property; and (viii) each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (c) The Company as lessee has the right under valid leases to occupy, use, possess and control all property leased by the Company as now occupied, used, possessed and controlled by the Company. With respect to each parcel of leased real property: (i) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold; (ii) to the best Knowledge of the Company and Seller, all leased facilities have received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules and regulations; and (iii) all leased facilities are supplied with utilities and other services necessary for the operation of said facilities. (d) Each lease or agreement under which the Company is a lessee or lessor of any property, real or personal, is a valid and binding agreement of the Company and, to the best Knowledge of the Company and Seller, the other party thereto, without any default by the Company thereunder and, to the best Knowledge of the Company and Seller, without any default thereunder by any other party thereto. No event has occurred and is continuing which, with due notice or lapse of time or both, would constitute a default or event of default by the Company under any such lease or agreement or, to the best Knowledge of the Company and Seller, by any other party thereto. The Company's possession of such property has not been disturbed and no claim has been asserted in writing against the Company adverse to its rights in such leasehold interests. (e) All buildings, structures, appurtenances and items of machinery, equipment and other tangible assets used by the Company are in good operating condition and repair, subject to normal wear and tear not caused by neglectexcepted, and are usable in the ordinary course of business, are adequate and suitable for the purposes for uses to which they are currently being usedput and conform, to the best Knowledge of the Company and Seller, to all applicable laws, ordinances, codes, rules, regulations and authorizations relating to their construction, use and operation. All properties used To the best Knowledge of the Company and Seller, none of the Company's premises or equipment are in need of maintenance or repairs other than ordinary routine maintenance and repairs which are not material, individually or in the Operations are reflected aggregate, in the Company’s and AZI’s most recent balance sheet included in the consolidated financial statements to the extent the Accounting Standards require the same to be reflectednature or cost. (iiif) AZI has acquired absolute, clear The assets and marketable title free of all Liens over private land admeasuring 91.8 (ninety one decimal eight) acres, being properties owned or leased by the aggregate land on which Company are sufficient to operate and conduct the Chhattisgarh Projects are being developed by AZI for which AZI has issued a letter of intimation dated 26 December 2014 to the Collector and District Magistrate, Durg) (“Chhattisgarh Projects Private Land”); AZI is permitted to use the Chhattisgarh Projects Private Land for the development business of the Chhattisgarh Projects Company in a manner consistent with at least the same standards of quality and AZI is not required to seek prior Authorization from any Authority for use reliability as have been achieved as of the Chhattisgarh Projects Private Land for the development of the Chhattisgarh Projects; the relevant land records have been updated to reflect AZI as the sole and absolute owner of the Chhattisgarh Projects Private Land in accordance with Applicable Law; and AZI has control and holds actual possession without any encumbrance/interference/encroachments from third parties over the Chhattisgarh Projects Private Landdate hereof. (iv) AZ Urja has acquired leasehold rights over private land admeasuring 45.696 (forty five decimal six hundred and ninety six) acres for Punjab Project I, 77.86875 (seventy seven decimal eighty six thousand eight hundred and seventy five) acres for Punjab Project II, and 20.4625 (twenty decimal four thousand six hundred and twenty five) acres for Punjab Project III (collectively the “Punjab Projects Private Land”), being the entire aggregate land used by AZ Urja for the development of the Punjab Projects and for which AZ Urja has obtained the Punjab CLU Permissions; the relevant land records have been updated to reflect AZ Urja as the holder of leasehold rights of the Punjab Projects Private Land in accordance with Applicable Law; and AZ Urja has control and holds actual possession without any encumbrance/interference/encroachments from third parties over the Punjab Projects Private Land.

Title to and Condition of Property. (ia) The Company does not own property and assets, movable and immovable, whatsoever. Each of its Subsidiaries have: (i) Commerce has good and marketable title to all of the Assets, or with respect to leased Assets, valid leasehold interests therein, free and clear of all Liens, except (i) the Lien of current Taxes not yet due and payable and (ii) such imperfections of title, Liens and easements as are set forth in Section 3.13(a) of the Commerce Disclosure Schedule and which would not be expected to adversely affect in any material respect Cygne’s ability to operate the Acquired Business and own and use the Assets in the manner that they were operated and used by Commerce prior to the Closing (“Permitted Liens”). Except for the Excluded Assets, the Assets will, as of the Closing Date, constitute all of the property and assets, movable and immovable, reflected in the Company’s and/or the respective Subsidiaries’ most recent balance sheet included in the consolidated financial statements (except assets sold or otherwise disposed of since such date in the ordinary course of business and liens in favor of lenders created pursuant to project finance facilities as described in Section 3.01 A (x) of the Current Company Disclosure Schedule); (ii) with respect to leased properties and assets, valid leasehold interests therein free and clear of all Liens other than Liens in favor of lenders created pursuant to project finance facilities as described in Section 3.01 A (x) of the Current Company Disclosure Schedule; and (iii) in accordance with Applicable Law, acquired and/or leased adequate land required for development of each of the solar power generation projects being implemented by the Subsidiaries, and where relevant, the appropriate land records have been updated to reflect the Subsidiary as the sole and absolute owner of such land or lessee, as applicable. Each of the Subsidiaries owns or has valid right to use all property and assets (tangible or intangible) necessary for the conduct of its business the Acquired Business as now conductedcurrently conducted by Commerce. (iib) The plant, property and equipment All of the Subsidiaries that are used in the Operations Assets are in good operating condition and repair, subject to normal wear and tear not caused by neglect, and are adequate and suitable for the purposes for uses to which they are currently being usedput and conform in all material respects to all applicable Legal Provisions relating to their construction, use and operation. All properties used in the Operations operations of the Acquired Business are reflected in the Company’s and AZI’s most recent balance sheet included in the consolidated financial statements Acquired Business Balance Sheet to the extent the Accounting Standards require GAAP requires the same to be reflected. Commerce owns no real property. (iiic) AZI has acquired absoluteImmediately after the Closing, clear Cygne will own all of the Assets, free from any Liens (other than Liens imposed by Cygne and marketable title free of all Liens over private land admeasuring 91.8 (ninety one decimal eightPermitted Liens) acres, being and on the aggregate land on which the Chhattisgarh Projects are being developed by AZI for which AZI has issued a letter of intimation dated 26 December 2014 same terms and conditions as in effect prior to the Collector and District Magistrate, DurgClosing. (d) Subject to the terms of the leases with respect to the Showrooms (the “Chhattisgarh Projects Private LandShowroom Leases”); AZI is permitted to use , Commerce or an Affiliate thereof has a valid and subsisting leasehold or subleasehold estate in the Chhattisgarh Projects Private Land for Showrooms. To the development knowledge of the Chhattisgarh Projects Commerce, neither Commerce’s nor its Affiliate’s occupation, possession and AZI is not required to seek prior Authorization from any Authority for use of the Chhattisgarh Projects Private Land for Showrooms has been disturbed and no claim has been asserted or threatened adverse to the development rights of Commerce or an Affiliate thereof to the continued occupation, possession and use of the Chhattisgarh Projects; the relevant land records have been updated to reflect AZI as the sole and absolute owner of the Chhattisgarh Projects Private Land in accordance with Applicable Law; and AZI has control and holds actual possession without any encumbrance/interference/encroachments from third parties over the Chhattisgarh Projects Private LandShowrooms. (ive) AZ Urja Commerce’s use of the Showrooms in connection with the Acquired Business is in compliance in all material respects with all applicable Legal Provisions, writs, injunctions, awards and restrictions (“Real Property Laws”) of every Governmental Entity having jurisdiction. Neither Commerce nor any Affiliate thereof has acquired leasehold rights over private land admeasuring 45.696 (forty five decimal six hundred and ninety six) acres for Punjab Project I, 77.86875 (seventy seven decimal eighty six thousand eight hundred and seventy five) acres for Punjab Project IIreceived any written notice of, and 20.4625 (twenty decimal four thousand six hundred has no knowledge of, any uncured violation of or pending investigation regarding any Real Property Laws, which violation would have a Material Adverse Effect on the Acquired Business or Cygne’s ability to operate the Acquired Business and twenty five) acres for Punjab Project III (collectively own and use the “Punjab Projects Private Land”), being Assets in the entire aggregate land manner that they were operated and used by AZ Urja for Commerce prior to the development Closing. (f) Neither Commerce nor any Member has received notice of, or otherwise has knowledge of, any condemnation, fire, health, safety, building, environmental, hazardous substances, pollution control, zoning or other land use regulatory proceedings, either instituted or planned to be instituted, which would have a Material Adverse Effect on the use and operation of the Punjab Projects and Showroom for which AZ Urja its intended purpose, nor has obtained Commerce or any Member received notice of any special assessment proceedings affecting the Punjab CLU Permissions; the relevant land records have been updated to reflect AZ Urja as the holder of leasehold rights of the Punjab Projects Private Land in accordance with Applicable Law; and AZ Urja has control and holds actual possession without any encumbrance/interference/encroachments from third parties over the Punjab Projects Private LandShowroom.