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

Title to Assets; Real Property. (a) The Company and its Subsidiaries have good (and, in the case of real property, marketable) title to all of the assets and properties which they purport to own and which are material to the Company and its Subsidiaries, free and clear of all Encumbrances, other than Permitted Encumbrances. (b) The Company Disclosure Schedule sets forth a list, as of the date hereof, of all of the Owned Real Property. With respect to each Owned Real Property, the Company or a Subsidiary of the Company owns a fee simple estate in such Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. None of the Owned Real Property is subject to any right or option of any other Person to purchase or lease an interest in such Owned Real Property. Neither the Company nor any Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (c) The Company Disclosure Schedule sets forth a list, as of the date hereof, of all of the Leased Real Property and all real property leases to which the Company or any of its Subsidiaries is a party as lessee or lessor (collectively, the “Real Property Leases”). With respect to each Leased Real Property, the Company or a Subsidiary of the Company has a valid leasehold interest in such Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases and, to the Knowledge of the Company, no other party to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation of the Company or one of its Subsidiaries and is enforceable against the Company or one of its Subsidiaries and, to the Knowledge of the Company, against the other party or parties thereto, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The other party to each Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or any portion thereof. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the Business. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Business.

Title to Assets; Real Property. (a) The Except as set forth in Section 4.13(a) of the Disclosure Schedule, the Company has good and its Subsidiaries have good (andmarketable title to, in the case of real propertyor a valid leasehold interest in, marketable) title to all of the its assets and properties which they purport to own and which are material to the Company and its Subsidiaries, free and clear of all Encumbrancesany Liens, other than Permitted Encumbrancesexcept for assets sold, consumed or otherwise disposed of in the ordinary course of business consistent with past practices. (b) The Company does not own and has never owned any real property, nor is it party to any agreement to purchase or sell any real property. Section 4.13(b) of the Disclosure Schedule sets forth a listlist of all real property currently leased, as subleased or licensed by or from the Company or otherwise used or occupied by the Company (the “Company Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date hereofand term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. The Company has provided Buyer with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). All such Company Leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Company Leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) of the Company, or to the Company’s Knowledge, any other party thereto. The Company currently occupies all of the Owned Real Property. With respect Company Facilities for the operation of its business, and there are no other parties occupying, or with a right to each Owned Real Propertyoccupy, the Company or a Subsidiary Facilities. (c) To the Company’s Knowledge, the Company Facilities are in good operating condition and repair and are suitable for the conduct of the business as presently conducted therein. Neither the operation of the Company owns a fee simple estate in such Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. None of the Owned Real Property is subject to any right or option of any other Person to purchase or lease an interest in such Owned Real Property. Neither on the Company nor Facilities nor, to the Company’s Knowledge, such Company Facilities, violate any Subsidiary Law relating to such property or operations thereon. The Company could not be required to expend more than $10,000 in causing any Company Facilities to comply with the surrender conditions set forth in the applicable Company Lease. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company is not a party to any agreement or option subject to purchase any claim that may require the payment of any real property or interest therein. (c) The Company Disclosure Schedule sets forth a listestate brokerage commissions, as of the date hereof, of all of the Leased Real Property and all real property leases to which the Company or any of its Subsidiaries no such commission is a party as lessee or lessor (collectively, the “Real Property Leases”). With owed with respect to each Leased Real Property, the Company or a Subsidiary of the Company has a valid leasehold interest in such Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases and, to the Knowledge of the Company, no other party to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation of the Company or one of its Subsidiaries and is enforceable against the Company or one of its Subsidiaries and, to the Knowledge of the Company, against the other party or parties thereto, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The other party to each Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or any portion thereofFacilities. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the Business. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Business.

Title to Assets; Real Property. (a) The Company or a Company Subsidiary owns, and its Subsidiaries have has good (andand marketable title to, or in the case of real propertyassets purported to be leased by the Company or a Company Subsidiary, marketable) title to all leases and has valid leasehold interest in, each of the material tangible assets and properties which they purport to own and which are material to owned or leased by the Company and its Subsidiariesor a Company Subsidiary, free and clear of all Encumbrances, Liens (other than Company Permitted Encumbrances). (b) The Part 2.10(b) of the Company Disclosure Schedule sets forth a list, as the address of the date hereof, each parcel of all of the Owned Real Property. With respect to each Owned Real Property, real property owned by the Company or a Company Subsidiary of (such real property, together with all buildings, structures, improvements and fixtures located thereon, collectively, the “Company owns Owned Real Property”). The Company or a Company Subsidiary has good and marketable indefeasible fee simple estate title (or the equivalent in such any applicable foreign jurisdiction) to each Company Owned Real Property, free and clear of all Encumbrances, Liens (other than Company Permitted Encumbrances). None Neither the Company nor any Company Subsidiary has (i) received written notice of any pending or threatened condemnation, expropriation or similar proceeding with respect to any Company Owned Real Property, and to the knowledge of the Company no such proceeding is threatened, (ii) leased to any Person the right to use or occupy any such Company Owned Real Property or (iii) otherwise granted to any Person the right to use or occupy any such Company Owned Real Property in a manner that would reasonably be expected to materially and adversely affect the operations of the Company and the Company Subsidiaries, taken as a whole. To the knowledge of the Company, none of the Company Owned Real Property is subject to or encumbered by any right rights of first refusal, rights of first offer, purchase options or option of any other Person similar encumbrances with respect to purchase or lease an interest in such Company Owned Real Property. Neither the Company nor any Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (c) The Company Disclosure Schedule sets forth a list, Except as of the date hereof, of all of the Leased Real Property and all real property leases to which the Company or any of its Subsidiaries is a party as lessee or lessor (collectively, the “Real Property Leases”). With respect to each Leased Real Property, the Company or a Subsidiary of the Company has a valid leasehold interest in such Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases and, to the Knowledge of the Company, no other party to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation of the Company or one of its Subsidiaries and is enforceable against the Company or one of its Subsidiaries and, to the Knowledge of the Company, against the other party or parties thereto, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The other party to each Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or any portion thereof. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the Business. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which wouldwould not, individually or in the aggregate, interfere reasonably be expected to constitute or result in any material respect with a Company Material Adverse Effect, either the Company or a Company Subsidiary has a good, valid and binding leasehold interest in each lease, sublease, license, easement agreement or other use or occupancy agreement (such leases, including all modifications, amendments, supplements, guaranties, extensions, renewals, waivers, side letters and other agreements relating thereto, collectively, the “Company Lease Documents”) under which the Company or any Company Subsidiary uses or occupies or has the right to use or occupy any real property (such real property, collectively, 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 (other than Company Permitted Encumbrances). Except as would not, individually or in the aggregate, reasonably be expected to constitute or result in a Company Material Adverse Effect, (i) All Company Lease Documents are in full force and effect and are valid and enforceable in accordance with their respective terms, against the Company or a Company Subsidiary and, to the knowledge of the Improvements Company, each other party thereto and (ii) none of the Company or any portion thereof Company Subsidiary is in existing default of any provision of any such lease. The Company has made available to Parent a true and correct copy of each material Company Lease Document. (d) Neither the operation Company nor any of the BusinessCompany Subsidiaries has received written notice of any, and to the knowledge of the Company there is no, material default under any restrictive covenants affecting the Company Owned Real Property.

Title to Assets; Real Property. (a) The Company Group owns and its Subsidiaries have has good (andand valid title to, in the case or a valid leasehold or license interest in, or all of real propertytheir material properties and assets, marketable) title to including all of the assets and properties which they purport to own and which are material to reflected on the Company and its SubsidiariesInterim Balance Sheet or acquired in the ordinary course of business since the date of the Interim Balance Sheet, except those sold or otherwise disposed of for fair value since the date of the Interim Balance Sheet in the ordinary course of business, in each case free and clear of all Encumbrances, any Encumbrance (other than Permitted Encumbrances). The material properties and assets owned, leased or licensed by the Company Group constitute all of the properties and assets necessary for the Company Group to conduct and carry on its businesses as of the date hereof. (b) The Except as would not, individually or in the aggregate, be materially adverse to the Company Group, taken as a whole, all material tangible properties and assets owned, leased or licensed by the Company Group have been maintained in all respects in accordance with generally accepted industry practice, are in all respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate in all respects for the uses to which they are being put. (c) Section 5.19(c) of the Disclosure Schedule sets forth Letter contains a listtrue, complete and accurate list as of the date hereof, of all hereof of the addresses of each parcel of real property owned by any member of the Company Group (the “Owned Real Property”). With respect to each Owned Real Property, (i) the Company or a Subsidiary applicable member of the Company owns Group has a marketable, good and valid fee simple estate in title to such Owned Real Property, free and clear of all Encumbrances, other than Permitted EncumbrancesEncumbrances and (ii) except as would not, individually or in the aggregate, be materially adverse to the Company Group, taken as a whole, no member of the Company Group has leased or otherwise granted to any Person the right to acquire (whether by right of first refusal, option or otherwise), possess, use or occupy such Owned Real Property or any portion thereof. None The applicable member of the Company Group has legal rights of egress and ingress with respect to the Owned Real Property is subject to any right or option owned by such member of any other Person to purchase or lease an interest in such Owned Real Property. Neither the Company nor any Subsidiary is a party Group that are sufficient for it to any agreement or option to purchase any real property or interest thereinconduct its business in the ordinary course of business. (cd) The Company Section 5.19(d) of the Disclosure Schedule sets forth Letter contains a listtrue, complete and accurate list as of the date hereof, hereof of all of the Leased Real Property and all real property leases to which (together with the address of such real property) leased or subleased by any member of the Company or any of its Subsidiaries is a party Group as lessee or lessor sublessee pursuant to leases or subleases (collectivelythe “Leased Real Property”, and together with the Owned Real Property, the “Real Property LeasesProperty”). With respect , and the Contracts pursuant to each which any member of the Company Group leases or subleases or otherwise has the right to occupy the Leased Real Property, the “Leases”). The Company or a Subsidiary of the Company Group has a valid leasehold or subleasehold interest in such the Leased Real Property, in each case, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither True, complete and accurate copies of the Leases have been made available to the Buyer. With respect to each Lease, (x) such Lease is legal, valid, binding, enforceable and in full force and effect against the applicable member of the Company nor any Group and registered with the applicable governmental registry if required under applicable Law and, to the knowledge of its Subsidiaries the Company, the other parties thereto and (y) no member of the Company Group, and to the knowledge of the Company no other party thereto, is in material violation, breach or default under such Lease, and no member of the Company Group has received written notice that it is in violation, breach or default under such Lease (which violation, breach or default remains outstanding), and no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a violation, breach or default, in each case that would reasonably be expected to adversely affect the Company Group in any material breach ofrespect. No member of the Company Group has received any notice of termination or other indication of intent to terminate any Lease from the applicable counterparty. The Company Group does not sublease, as sublessor, any portion of the Leased Real Property to any other Person. (e) The Real Property constitutes all of the real property used by the Company Group to operate its businesses as currently conducted in all material respects. The Real Property is in good operating condition sufficient for the regular operation of the Company Group’s business therein in all material respects and, subject to ordinary wear and tear and continued repair in accordance with past practice, there are no material items of needed replacements, repairs or improvements, or in receipt of any written claim of material default under or material breach of, any deferred maintenance with respect to Real Property. All of the Real Property Leases and, to the Knowledge of the Company, no other party to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation of the Company or one of its Subsidiaries and is enforceable against the Company or one of its Subsidiaries and, to the Knowledge of the Company, against the other party or parties thereto, in accordance with its terms, except as may be limited adequately served by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The other party to each Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or any portion thereof. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair proper utilities and sufficient for the operation conduct of the Business. There are no structural deficiencies or latent defects affecting any business of the Improvements Company Group. The Real Property is in compliance in all material respects with all applicable building, zoning, subdivision, conservation, fire, health and there are safety and other land use and similar applicable Laws, rules and regulations and Permits affecting the Real Property, and no facts or conditions affecting any member of the Improvements Company Group has received any written notice of any material violation or claimed violation of any such Laws, rules and regulations and Permits with respect to the Real Property which wouldhas not been resolved in all material respects or for which any material obligation of the applicable member of the Company Group remains to be fulfilled, individually including payments of monetary damages, fines or penalties, or completion of any remedial or corrective measures. (f) No member of the Company Group has received any written notice of any proposed or pending condemnation or eminent domain threats, proceedings or other Actions with respect to any material part of the Real Property, in each case that would reasonably be expected to adversely affect such Real Property or the aggregate, interfere Company Group’s ownership or leasehold interest therein in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Businessrespect.

Title to Assets; Real Property. (a) The Company or a Company Subsidiary owns, and its Subsidiaries have has good (andand marketable title to, or in the case of real propertyassets purported to be leased by the Company or a Company Subsidiary, marketable) title to all leases and has valid leasehold interest in, each of the tangible assets and properties which they purport to own and which are material to owned or leased by the Company and its Subsidiariesor a Company Subsidiary, free and clear of all Encumbrances, Liens (other than Company Permitted Encumbrances. (b) The Company Disclosure Schedule sets forth a list, as of the date hereof, of all of the Owned Real Property. With respect to each Owned Real Property, the Company or a Subsidiary of the Company owns a fee simple estate in such Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. None of the Owned Real Property is subject to any right or option of any other Person to purchase or lease an interest in such Owned Real Property. Neither the Company nor any Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (c) The Company Disclosure Schedule sets forth a list, as of the date hereof, of all of the Leased Real Property and all real property leases to which the Company or any of its Subsidiaries is a party as lessee or lessor (collectively, the “Real Property Leases”). With respect to each Leased Real Property, the Company or a Subsidiary of the Company has a valid leasehold interest in such Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases and, to the Knowledge of the Company, no other party to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation of the Company or one of its Subsidiaries and is enforceable against the Company or one of its Subsidiaries and, to the Knowledge of the Company, against the other party or parties thereto, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The other party to each Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or any portion thereof. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the Business. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which wouldwould not, individually or in the aggregate, interfere reasonably be expected to constitute or result in a Company Material Adverse Effect. The Company or a Company Subsidiary has good and marketable fee simple title (or the equivalent in any applicable foreign jurisdiction) to each real property owned by the Company or a Company Subsidiary (such real property, collectively, the “Company Owned Real Property”), free and clear of all Liens (other than Company Permitted Encumbrances), except as would not, individually or in the aggregate, reasonably be expected to constitute or result in a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received written notice of any pending condemnation proceeding with respect to any Company Owned Real Property, and to the knowledge of the Company no such proceeding is threatened. Either the Company or a Company Subsidiary has a good, valid and binding leasehold interest in each material respect with the lease, sublease, license, or other material use or occupancy agreement (such material leases, collectively, the “Company Real Property Leases”) under which the Company or any Company Subsidiary uses or occupies or has the right to use or occupy any real property (such real property, collectively, the “Company Leased Real Property”), (i) All Company Real Property Leases are in full force and effect and are valid and enforceable in accordance with their respective terms, against the Company or a Company Subsidiary and, to the knowledge of the Improvements Company, each other party thereto, (ii) none of the Company or any portion thereof Company Subsidiary is in existing default of any provision of any Company Real Property Lease and (iii) the Company has delivered to Acquisition Sub a true and correct copy of each such Company Real Property Lease, except, in each case, as would not, individually or in the operation of the Businessaggregate, reasonably be expected to constitute or result in a Company Material Adverse Effect.

Title to Assets; Real Property. (a) The Company or a Company Subsidiary owns, and its Subsidiaries have has good (andand marketable title to, or in the case of real propertyassets purported to be leased by the Company or a Company Subsidiary, marketable) title to all leases and has valid leasehold interest in, each of the material tangible assets and properties which they purport to own and which are material to owned or leased by the Company and its Subsidiariesor a Company Subsidiary, free and clear of all Encumbrances, Liens (other than Company Permitted Encumbrances. (b) The ). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Disclosure Schedule sets forth a list, as of the date hereof, of all of the Owned Real Property. With respect to each Owned Real PropertyMaterial Adverse Effect, the Company or a Company Subsidiary of has good and insurable fee title (or the equivalent in any applicable foreign jurisdiction) to each real property owned by the Company owns or a fee simple estate in such Company Subsidiary (collectively, the “Company Owned Real Property”), free and clear of all Encumbrances, Liens (other than Company Permitted Encumbrances. None of the Owned Real Property is subject to any right or option of any other Person to purchase or lease an interest in such Owned Real Property). Neither the Company nor any Company Subsidiary is a party has received written notice of any pending condemnation proceeding with respect to any agreement or option Company Owned Real Property, and to purchase any real property or interest therein. (c) The Company Disclosure Schedule sets forth a list, as the knowledge of the date hereofCompany, of all of no such proceeding is threatened. Except as would not, individually or in the Leased Real Property aggregate, reasonably be expected to have a Company Material Adverse Effect, either the Company or a Company Subsidiary has a good and all real property leases to valid leasehold interest in each lease, sublease or other agreement under which the Company or any of its Subsidiaries Company Subsidiary uses or occupies or has the right to use or occupy any real property, in each case pursuant to a lease, sublease or other agreement that is a party as lessee or lessor (collectively, the “Real Property Leases”). With respect to each Leased Real Property, the Company or a Subsidiary of the Company has a valid leasehold interest in such Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases and, to the Knowledge of the Company, no other party to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation of the Company or one of its Subsidiaries and is enforceable against the a Company or one of its Subsidiaries Subsidiary and, to the Knowledge knowledge of the Company, against the each other party or parties thereto, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles and none of equity. The other party to each Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither the Company nor Subsidiary is in default of any provision of its Subsidiaries has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or any portion thereofsuch lease. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the Business. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Business.

Title to Assets; Real Property. (a) The Company and its Subsidiaries have good (andand valid title to, in the case of real propertyor hold pursuant to valid and enforceable leases or other comparable contract rights, marketable) title to all of the material tangible property and other material tangible assets and properties which they purport to own and which are material to necessary for the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted, in each case free and clear of all Encumbrances, any Liens (other than Permitted EncumbrancesLiens), except where the failure to do so would not have a Company Material Adverse Effect. (b) The Company Disclosure Schedule sets forth a list, as of the date hereof, of all of the Owned Real Property. With respect to each Owned Real Property, the Company or a Subsidiary of the Company owns a fee simple estate in such Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. None of the Owned Real Property is subject to any right or option of any other Person to purchase or lease an interest in such Owned Real Property. Neither the Company nor any Subsidiary is a party to any agreement or option to purchase of its Subsidiaries owns any real property or interest thereinproperty. (c) The Company Disclosure Schedule sets forth a listhas heretofore made available to Parent true, as of the date hereof, correct and complete copies of all of the Leased Real Property material leases, subleases, licenses, occupancy agreements and all real property leases to other agreements under which the Company or any of its Subsidiaries is a party as lessee uses or lessor occupies or has the right to use or occupy, now or in the future, any real property (collectivelyincluding all material modifications, amendments, supplements, waivers, assignments, subleases and side letters with respect thereto) (the “Real Property Leases”). With respect to Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, (i) each Leased Real Property, Property Lease is valid and binding on the Company or a Subsidiary of the Company has a valid leasehold interest in such Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases and, to the Knowledge of the Company, no each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions, (ii) all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current, (iii) no termination event or condition or uncured default of a material nature on the Real Property Leases is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation part of the Company or one of or, if applicable, its Subsidiaries and is enforceable against the Company or one of its Subsidiaries andor, to the Knowledge of the Company, against the other party or parties theretolandlord thereunder, exists under any Real Property Lease, (iv) the Company and each of its Subsidiaries has a good and valid leasehold interest in accordance with its termseach parcel of real property leased by it free and clear of all Liens, except as may be limited by bankruptcyPermitted Liens, insolvency, reorganization, moratorium or other similar Laws relating (v) there is no real property that is necessary to creditors’ rights generally or by general principles the operation of equity. The other party to each Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the business of the Company or any Subsidiary. Neither of its Subsidiaries, other than the real property subject to the Real Property Leases, (vi) to the Knowledge of the Company, there is no encroachment onto or off of the real property subject to the Real Property Leases that is either necessary for, or detrimental to, the operation of the business of the Company or any of its Subsidiaries, and (vii) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted received written notice of any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or any portion thereof. (d) All buildings, structures, improvements, fixtures, building systems and equipmentpending, and all components thereofto the Knowledge of the Company, included in there is no threatened, condemnation, notice of zoning violation or zoning enforcement action, notice of rezoning, or notice of environmental Release with respect to any property leased pursuant to any of the Real Property (Leases, nor any bankruptcy filing, receivership, foreclosure or similar creditors rights action with respect to the “Improvements”) are in good condition and repair and sufficient for the operation of the Business. There are no structural deficiencies or latent defects affecting counterparty under any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the BusinessReal Property Leases.

Title to Assets; Real Property. (a) The Company Except as has not resulted in, and its Subsidiaries have good (andwould not reasonably be expected to result in, individually or in the case of real propertyaggregate, marketable) a Company Material Adverse Effect, each Company Entity owns, and has good and valid title to to, all of tangible assets reflected on the assets and properties which they purport to own and which are material to most recent audited balance sheet included in the Company and its SubsidiariesSEC Financial Statements (except for tangible assets sold, used or disposed of in the ordinary course of business since April 30, 2025), free and clear of all Encumbrances, other than any Lien thereon (except for any Permitted EncumbrancesLien). (b) The Section 4.13(b) of the Company Disclosure Schedule sets forth a listtrue and complete list of all real property owned by each Company Entity (such real property, together with all rights, title and interests of each such Company Entity in and to all buildings, structures, improvements, and fixtures located thereon, and all easements, rights and interests appurtenant thereto, are, as the context may require, the “Company Owned Real Property”) that is used in the conduct of the business and operations of the Company Entities as conducted as of the date hereofof this Agreement. Except as has not resulted in, of and would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect, each applicable Company Entity has good and marketable title to all of the Owned Real Property. With respect to each its Company Owned Real Property, the Company or a Subsidiary of the Company owns a fee simple estate in such Owned Real Propertyeach case, free and clear of all Encumbrancesany Lien thereon (except for any Permitted Lien). Except for the Permitted Liens, other than Permitted Encumbrances. None of (i) no Company Entity has leased, licensed, or otherwise granted to any Person the right to use or occupy any Company Owned Real Property or any portion thereof, (ii) no Company Entity is subject a party to any right outstanding agreements, options, rights of first offer or option rights of first refusal on the part of any other Person party to purchase or lease an interest in such any Company Owned Real Property. Neither the Property or any material portion thereof, and (iii) no Company nor any Subsidiary Entity is a party to any agreement or option to purchase any real property or interest interests therein. (c) The Section 4.13(c) of the Company Disclosure Schedule sets forth a listtrue and complete list (in all material respects) of all material leases, subleases, licenses or other occupancy agreements of real property, including all amendments, supplements, modifications, extensions thereto and guarantees thereof (each, a “Company Real Property Lease”) pursuant to which the Company Entities lease, sublease, license, sublicense or otherwise occupy real property (such real property, the “Company Leased Real Property”) in the operation of the business as conducted as of the date hereofof this Agreement. Each Company Entity that is either the tenant, subtenant, licensee or sublicensee, as applicable, named under each Company Real Property Lease for the use or occupancy of all of the Company Leased Real Property has a good, valid, subsisting and all real property leases to which enforceable leasehold interest in or license for the use of such Company or any of its Subsidiaries is a party as lessee or lessor (collectively, the “Real Property Leases”). With respect to each Leased Real Property, the Company or a Subsidiary of the Company has a valid leasehold interest in such Leased Real Propertyeach case, free and clear of all Encumbrancessubtenancies and other occupancy rights, other than options and any Lien thereon (in each case, except for any Permitted Encumbrances. Neither Liens or as otherwise set forth in Section 4.13(c) of the Company nor any of its Subsidiaries Disclosure Schedule). Each Company Real Property Lease is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases and, to the Knowledge of the Company, no other party to any of the Real Property Leases full force and effect and is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation of on the applicable Company or one of its Subsidiaries and Entity that is enforceable against the Company or one of its Subsidiaries a party thereto and, to the Knowledge of the Company’s Knowledge, against the each other party or parties thereto, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The other party to each Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or any portion thereof. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the Business. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Business.

Title to Assets; Real Property. (a) The Except as set forth in Section 4.13(a) of the Disclosure Schedule, the Company has good and its Subsidiaries have good (andmarketable title to, in the case of real propertyor a valid leasehold interest in, marketable) title to all of the its assets and properties which they purport to own and which are material to the Company and its Subsidiaries, free and clear of all Encumbrancesany Liens, other than Permitted Encumbrancesexcept for assets sold, consumed or otherwise disposed of in the ordinary course of business consistent with past practices. (b) The Company does not own and has never owned any real property, nor is it party to any agreement to purchase or sell any real property. Section 4.13(b) of the Disclosure Schedule sets forth a listlist of all real property currently leased, as subleased or licensed by or from the Company or otherwise used or occupied by the Company (the “Company Facilities”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date hereofand term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of the premises and the aggregate annual rental payable thereunder. The Company has provided Buyer with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). All such Company Leases are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Company Leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) of the Company, or to the Company’s Knowledge, any other party thereto. The Company currently occupies all of the Owned Real Property. With respect Company Facilities for the operation of its business, and there are no other parties occupying, or with a right to each Owned Real Propertyoccupy, the Company or a Subsidiary Facilities. (c) To the Company’s Knowledge, the Company Facilities are in good operating condition and repair and are suitable for the conduct of the business as presently conducted therein. Neither the operation of the Company owns a fee simple estate in such Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. None of the Owned Real Property is subject to any right or option of any other Person to purchase or lease an interest in such Owned Real Property. Neither on the Company nor Facilities nor, to the Company’s Knowledge, such Company Facilities, violate any Subsidiary Law relating to such property or operations thereon. The Company could not be required to expend more than $10,000 in causing any Company Facilities to comply with the surrender conditions set forth in the applicable Company Lease. The Company has performed all of its obligations under any termination agreements pursuant to which it has -29- terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. The Company is not a party to any agreement or option subject to purchase any claim that may require the payment of any real property or interest therein. (c) The Company Disclosure Schedule sets forth a listestate brokerage commissions, as of the date hereof, of all of the Leased Real Property and all real property leases to which the Company or any of its Subsidiaries no such commission is a party as lessee or lessor (collectively, the “Real Property Leases”). With owed with respect to each Leased Real Property, the Company or a Subsidiary of the Company has a valid leasehold interest in such Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases and, to the Knowledge of the Company, no other party to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation of the Company or one of its Subsidiaries and is enforceable against the Company or one of its Subsidiaries and, to the Knowledge of the Company, against the other party or parties thereto, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The other party to each Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or any portion thereofFacilities. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the Business. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Business.

Title to Assets; Real Property. (a) The Company and its Subsidiaries Acquired Companies have good (andtitle to, or in the case of real propertyassets purported to be leased by the Acquired Companies, marketable) title to all valid leasehold interests in, each of the material tangible assets owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and properties which they purport to own and which are material except for tangible assets being leased to the Company and its SubsidiariesAcquired Companies with respect to which the lease has expired since such date), free and clear of all Encumbrances, any liens or Encumbrances (other than Permitted Encumbrances), except where such failure would not reasonably be expected to be material to the Acquired Companies, taken as a whole. (b) None of the Acquired Companies owns any real property and, since its respective formation date, no Acquired Company has ever owned any real property. (c) The Company Disclosure Schedule sets forth has made available to Parent a listcorrect and complete copy of each lease or sublease with respect to each Leased Real Property and, as of the date hereof, of all of the Owned Real Property. With respect to each Owned Real Property, the Company such lease or sublease for a Subsidiary of the Company owns a fee simple estate in such Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. None of the Owned Leased Real Property is subject to any right or option of any other Person to purchase or lease an interest in such Owned Real Property. Neither valid and binding on the Company nor any Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (c) The Company Disclosure Schedule sets forth a listAcquired Companies, as of the date hereofcase may be, of all of the Leased Real Property and all real property leases to which the Company or any of its Subsidiaries is a party as lessee or lessor (collectively, the “Real Property Leases”). With respect to each Leased Real Property, the Company or a Subsidiary of the Company has a valid leasehold interest in such Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases and, to the Knowledge of the Company, no each other party to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation of the Company or one of its Subsidiaries and is enforceable against the Company or one of its Subsidiaries and, to the Knowledge of the Company, against the other party or parties thereto, as applicable, and in accordance with its termsfull force and effect, except as may be limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium or and other similar Laws relating to applicable Law affecting creditors’ rights generally or and by general principles of equity. The As of the date hereof, no Acquired Company has, and to the Knowledge of the Company, none of the other party to each Real Property Lease is not an affiliate parties thereto have, violated any provision of, or committed or failed to perform any act, and otherwise does not have no event or condition exists, which with or without notice, lapse of time, or both would constitute a default under the provisions of any economic interest insuch lease or sublease, the Company or any Subsidiary. Neither the Company nor any and, as of its Subsidiaries has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or any portion thereof. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation Knowledge of the Business. There are Company, no structural deficiencies or latent defects affecting Acquired Company has received written notice of any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Businessforegoing.

Title to Assets; Real Property. (a) The Company and its Subsidiaries Acquired Companies have good (andtitle to, or in the case of real propertyassets purported to be leased by the Acquired Companies, marketable) title to all valid leasehold interests in, each of the material tangible assets owned or leased by the Acquired Companies on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since the date of the Most Recent Balance Sheet and properties which they purport to own and which are material except for tangible assets being leased to the Company and its SubsidiariesAcquired Companies with respect to which the lease has expired since such date), free and clear of all Encumbrances, any liens or Encumbrances (other than Permitted Encumbrances), except where such failure would not reasonably be expected to be material to the Acquired Companies, taken as a whole. (b) None of the Acquired Companies owns any real property and, since its respective formation date, no Acquired Company has ever owned any real property. (c) The Company Disclosure Schedule sets forth has made available to Parent a listcorrect and complete copy of each lease or sublease with respect to each Leased Real Property and, as of the date hereof, of all of the Owned Real Property. With respect to each Owned Real Property, the Company such lease or sublease for a Subsidiary of the Company owns a fee simple estate in such Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. None of the Owned Leased Real Property is subject to any right or option of any other Person to purchase or lease an interest in such Owned Real Property. Neither valid and binding on the Company nor any Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (c) The Company Disclosure Schedule sets forth a listAcquired Companies, as of the date hereofcase may be, of all of the Leased Real Property and all real property leases to which the Company or any of its Subsidiaries is a party as lessee or lessor (collectively, the “Real Property Leases”). With respect to each Leased Real Property, the Company or a Subsidiary of the Company has a valid leasehold interest in such Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases and, to the Knowledge of the Company, no each other party to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation of the Company or one of its Subsidiaries and is enforceable against the Company or one of its Subsidiaries and, to the Knowledge of the Company, against the other party or parties thereto, as applicable, and in accordance with its termsfull force and effect, except as may be limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium or and other similar Laws relating to applicable Law affecting creditors’ rights generally or and by general principles of equity. The As of the date hereof, no Acquired Company has, and to the Knowledge of the Company, none of the other party to each Real Property Lease is not an affiliate parties thereto have, violated any provision of, or committed or failed to perform any act, and otherwise does not have no event or condition exists, which with or ​ without notice, lapse of time, or both would constitute a default under the provisions of any economic interest insuch lease or sublease, the Company or any Subsidiary. Neither the Company nor any and, as of its Subsidiaries has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or any portion thereof. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation Knowledge of the Business. There are Company, no structural deficiencies or latent defects affecting Acquired Company has received written notice of any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Businessforegoing.

Title to Assets; Real Property. (a) The Except as set forth in Section 3.17(a) of the Seller Disclosure Letter, the Company has good and its Subsidiaries have good (andvalid title to, in the case of real propertyor valid leasehold interests in, marketable) title to all of the Company’s personal tangible and intangible property and assets and properties (excluding for purposes of this Section 3.17, Company Intellectual Property which they purport to own and which are material to is the Company and its Subsidiariessubject of Section 3.18) used, or held for use, in connection with the Business, free and clear of all EncumbrancesLiens, other than Permitted EncumbrancesLiens, except for such nonmaterial properties and nonmaterial assets that are no longer used or useful in the conduct of the Business. (b) The Company Disclosure Schedule sets forth a list, as of the date hereof, of all of (i) has good and marketable title to the Owned Real Property. With respect , and (ii) has the right to each Owned the quiet enjoyment of the Leased Real Property, for the Company or a Subsidiary full term of the Company owns a fee simple estate applicable lease, sublease, license or occupancy agreement and is not in such Owned Real Propertymaterial default thereof, in each case free and clear of all Encumbrancesany Liens and subject only to Permitted Liens. Section 3.17(b) of the Seller Disclosure Letter sets forth an accurate legal description of the Land. (c) Except as set forth in Section 3.17(c) of the Seller Disclosure Letter, other than Permitted Encumbrances. None neither the whole nor any portion of the Owned Real Property is subject material to any right or option of any other Person to purchase or lease an interest in such Owned Real Property. Neither the Company nor any Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (c) The Company Disclosure Schedule sets forth a list, as conduct of the date hereofBusiness is currently being condemned, of all of expropriated or otherwise taken by any public authority with or without payment or compensation therefor, nor to the Leased Real Property and all real property leases to which the Company or any of its Subsidiaries is a party as lessee or lessor (collectively, the “Real Property Leases”). With respect to each Leased Real Property, the Company or a Subsidiary knowledge of the Company has a valid leasehold interest in any such Leased Real Propertycondemnation, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in material default under expropriation or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases and, to the Knowledge of the Company, no other party to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation of the Company or one of its Subsidiaries and is enforceable against the Company or one of its Subsidiaries and, to the Knowledge of the Company, against the other party or parties thereto, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The other party to each Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or any portion thereoftaking been proposed. (d) All buildingsExcept as set forth in Section 3.17(d) of the Seller Disclosure Letter, structuresthe Company has obtained all appropriate easements, improvements, fixtures, building systems licenses and equipment, rights of way required to use the Owned Real Property and all components thereof, included the Leased Real Property in the manner in which the Owned Real Property (the “Improvements”) are in good condition and repair Leased Real Property is currently being used and sufficient for the operation of the Business. There are no structural deficiencies Business as currently conducted thereon does not violate or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere breach in any material respect with the use and such easement, license or occupancy right of way. Section 3.17(d) of the Improvements or any portion thereof in the operation Seller Disclosure Letter correctly and accurately sets forth a complete list of the Businessall Leased Real Property.

Title to Assets; Real Property. (a) The Company Group has good and its Subsidiaries have good marketable (and, in the case of owned real property, marketablegood and marketable fee simple) title to to, or a valid leasehold interest in, all of real and personal property, and other assets reflected on the assets and properties which they purport to own and which are material to Audited Financial Statements or acquired after the Company Audited Balance Sheet Date, other than properties and its Subsidiariesassets sold, collected, realized or otherwise disposed of, and Contracts fully performed, in the Ordinary Course of Business since such date. Except as set forth on Schedule 3.7(a), all such properties and assets (including leasehold interests) are free and clear of all Encumbrances, other than Encumbrances except for Permitted Encumbrances. (b) The Schedule 3.7(b) lists (i) the street address of each parcel of real property owned, leased or used by the Company Disclosure Schedule sets forth a listGroup; (ii) if such property is leased or subleased by the Company Group, as the landlord under the lease, the rental amount currently being paid and the expiration of the date hereofterm of such lease or sublease for each leased or subleased property; (iii) the current use of such property; and (iv) all Contracts concerning the occupancy, management or operation of all of the Owned Real Propertysuch property. With respect to each Owned Real Propertyowned real property, the Company Sellers have delivered or a Subsidiary made available to the Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the applicable member of the Company owns a fee simple estate in Group acquired such Owned Real Propertyreal property, free and clear and, to the Company’s Knowledge, copies of all Encumbrancestitle insurance policies, other than Permitted Encumbrances. None opinions, abstracts and surveys in the possession of the Owned Real Property is subject Company Group and relating to any right or option of any other Person to purchase or lease an interest in such Owned Real Property. Neither the Company nor any Subsidiary is a party to any agreement or option to purchase any owned real property or interest therein. (c) The Company Disclosure Schedule sets forth a list, as of the date hereof, of all of the Leased Real Property and all real property leases to which the Company or any of its Subsidiaries is a party as lessee or lessor (collectively, the “Real Property Leases”)property. With respect to each Leased Real Propertyleased real property, to the Company’s Knowledge, the Sellers have delivered or made available to the Buyer true, complete and correct copies of any leases affecting the real property. The Company Group is not a sublessor or a Subsidiary grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased real property. Except as set forth on Schedule 3.7(b), the use and operation of the real property in the conduct of the Company has Group’s business do not violate any applicable Law, Order, covenant, condition, restriction, easement, license, Permit or agreement. No material improvements constituting a valid leasehold interest in such Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any part of the Real Property Leases andreal property owned or, to the Knowledge of Company’s Knowledge, leased or used by the Company, no Company Group encroach on real property owned or leased by a Person other party to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes than a valid and binding obligation member of the Company or one of its Subsidiaries and is enforceable against the Company or one of its Subsidiaries and, to the Knowledge of the Company, against the other party or parties thereto, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The other party to each Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or any portion thereof. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the BusinessGroup. There are no structural deficiencies Legal Proceedings pending or, to the Company’s Knowledge, threatened against or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements real property required to be listed on Schedule 3.7(b) or any portion thereof or interest therein in the operation nature or in lieu of the Businesscondemnation or eminent domain proceedings.

Title to Assets; Real Property. (a) The Excluding intellectual property that is covered by Section 2.9, each of the Company and its Subsidiaries have each Subsidiary has good (and, in the case of real property, marketable) and valid title to all of the assets their respective material properties, interests in properties and properties which they purport to own assets, real and which are material to personal, reflected on the Company Balance Sheet as being owned by the Company or one of its Subsidiaries (except properties, interests in properties and its Subsidiariesassets sold or otherwise disposed of since the Company Balance Sheet Date in the Ordinary Course of Business), or, with respect to leased material properties and assets, valid leasehold interests in such material properties and assets that afford the Company or such Subsidiary leasehold possession of the properties and assets that are the subject of the leases, in each case, free and clear of all Encumbrances, Encumbrances other than Permitted Encumbrances. (b) The Company Disclosure Schedule sets forth a list, as of the date hereof, of all of the Owned Real Property. With respect to each Owned Real Property, the Company or a Subsidiary of the Company owns a fee simple estate in such Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. None of the Owned Real Property is subject to any right or option of any other Person to purchase or lease an interest in such Owned Real Property. Neither the Company nor any Subsidiary is a party to any agreement or option to purchase owns any real property or interest therein. (cinterests in real property. Schedule 2.8(b) The of the Company Disclosure Schedule sets forth Letter is a true, correct and complete list, as of the date hereofOriginal Agreement Date, of all of the Leased Real Property and all real property leases to which and interests in real property leased by the Company or any of Subsidiary that is material to the Company and its Subsidiaries is Subsidiaries, taken as a party as lessee whole (each such property or lessor (collectivelyinterest, the “Leased Real Property LeasesProperty”). With respect to each Leased Real Property, the Company or a Subsidiary of the Company has a valid leasehold interest in such Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases and, to the Knowledge of the Company, no other party to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation of the Company or one of its Subsidiaries and is enforceable against the Company or one of its Subsidiaries and, to the Knowledge of the Company, against the other party or parties thereto, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The other party to each Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries Subsidiary has (i) subleased, licensed or otherwise granted any Person the right, on or after the date hereof, right to use or occupy any such Leased Real Property or any portion thereof, or (ii) collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein, in each case in a manner that would interfere in any material respect with the Company’s use of such Leased Real Property in the Ordinary Course of Business. The Company has made available to Parent true, correct and complete copies of all leases, subleases and other Contracts under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any Leased Real Property, including all modifications, amendments and supplements thereto. (dc) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the Business. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which wouldExcept as would not, individually or in the aggregate, interfere reasonably be expected to have a Material Adverse Effect, the plant, property and equipment of the Company and each Subsidiary that are used in the operations of the Business are (i) suitable for the uses to which they are currently employed, (ii) in good operating condition and repair, subject to normal wear and tear, (iii) regularly and properly maintained substantially consistent with the practices of similarly situated companies in the industry in which the Company operates, (iv) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the Ordinary Course of Business and (v) to the knowledge of the Company, free from any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Businessdefects.

Title to Assets; Real Property. (a) The Except as set forth in Section 3.12(a) of the Company Disclosure Schedule, the Company or a Company Subsidiary has good and its Subsidiaries have good (and, in the case of real property, marketable) marketable title to all of the material assets and properties which they purport properties, including, without limitation, good and marketable fee simple title to own and which all real property owned by the Company and/or the Company Subsidiaries that are material to the Company and its SubsidiariesCompany’s business (on a consolidated basis) (the “Owned Assets”), free and clear of all EncumbrancesLiens, other than Permitted EncumbrancesLiens. (b) The Except as set forth in Section 3.12(b) of the Company Disclosure Schedule sets forth a list, as of the date hereof, of all of the Owned Real Property. With respect to each Owned Real PropertySchedule, the Company or a Company Subsidiary has a good and valid leasehold or other real property interest in each parcel or portion of the Company owns a fee simple estate in such Owned Real Property, free and clear of all Encumbrancesreal property, other than Permitted Encumbrances. None of Owned Assets and Rights-of-Way, that is material to the Owned Company’s business (on a consolidated basis) (such real property interests, individually a “Real Property is subject to any right or option of any other Person to purchase or lease an interest in such Owned Real Property. Neither the Company nor any Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (c) The Company Disclosure Schedule sets forth a list, as of the date hereof, of all of the Leased Real Property Interest” and all real property leases to which the Company or any of its Subsidiaries is a party as lessee or lessor (collectively, collectively the “Real Property LeasesInterests”) covered under all documents between the Company or the Company Subsidiaries and third parties, under which Real Property Interests are granted to the Company or a Company Subsidiary (such document individually a “Real Property Document” and collectively the “Real Property Documents”). With respect to each Leased Real PropertyExcept as set forth in Section 3.12(b) of the Company Disclosure Schedule, the Company or a Company Subsidiary (i) has the exclusive right to the use and occupancy of such Real Property Interests for the full term of the applicable Real Property Document, including any and all renewal terms thereof, (ii) each such Real Property Document is a legal, valid and binding obligation, enforceable in accordance with its terms, of the Company has or a valid leasehold interest in such Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases Subsidiary and, to the Knowledge of the Company, the other parties thereto, and the Company and the Company Subsidiaries have not received or provided notice of any default (with or without notice or lapse of time, or both) with respect to any such Real Property Document, nor has any event occurred which (with or without notice or lapse of time, or both) would result in a default under any such Real Property Document, (iii) neither the Company nor any Company Subsidiary has assigned its interest under any such Real Property Document or sublet any part of the premises covered thereby, and (iv) except as set forth in Section 3.12(c) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has entered into any amendment or termination of any such Real Property Document (or allowed any Real Property Interests under the same to expire or elapse), or granted any consent or waiver (written or oral) with respect to any such Real Property Document. The Company has made available to Parent true, correct, complete and, if applicable, recorded copies of each such Real Property Document, each of which is identified in Section 3.12(c) of the Company Disclosure Schedule, and no other such Real Property Document exists except as is identified in Section 3.12(c) of the Company Disclosure Schedule. (c) Except as set forth in Section 3.12(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any of the Real Property Leases is in material default under Documents or in material breach any amendments or terminations of any of the such Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation of the Company or one of its Subsidiaries and is enforceable against the Company or one of its Subsidiaries andDocuments. (d) There are no pending or, to the Knowledge of the Company, against threatened condemnation proceedings with respect to the Owned Assets or Real Property Interests. (e) The Company and each Company Subsidiary, have such consents, easements, servitudes, rights-of-way, permits or licenses (collectively, “Rights-of-Way”) as are sufficient to conduct their businesses in all material respects as currently conducted, except such Rights-of-Way that, if not obtained, would not reasonably be expected to have a Material Adverse Effect. Except as would not be reasonably expected to have a Material Adverse Effect, each of the Company and each Company Subsidiary has fulfilled and performed all its obligations with respect to such Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, expiration, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such expirations, revocations, terminations and impairments that do not affect the commercial use of the property for the purposes for which the property is currently being used and except for rights reserved to, or vested in, any municipality or other party Governmental Authority or parties any railroad by the terms of any right, power, franchise, grant, license, permit, or by any other provision of any applicable Law, to terminate, or to require annual or other periodic payments as a condition to the continuance of, such right. (f) Section 3.12(f) of the Company Disclosure Schedule sets forth all cavity storage agreements (including all amendments and modifications thereto) through which, to the Knowledge of the Company, the lessor or grantor derives any of the rights leased or granted to the Company or any Company Subsidiary under the Real Property Documents (the referenced cavity agreements being referred to individually as a “Cavity Agreement” and collectively as the “Cavity Agreements”). Except as set forth in Section 3.12(f) of the Company Disclosure Schedule or would not reasonably be expected to have a Material Adverse Effect, to the Knowledge of the Company, each Cavity Agreement is a legal, valid and binding obligation, enforceable for the full term thereof in accordance with its terms, except as may be limited including any renewal terms, by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The other party to each Real Property Lease is not an affiliate ofthe parties thereto, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither and the Company nor Subsidiaries have not received notice (and are not aware) of any of its Subsidiaries has subleased, licensed or otherwise granted default under any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or any portion thereofCavity Agreement. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the Business. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Business.

Title to Assets; Real Property. (a) The Company has good and its Subsidiaries have good (andvalid title to, or in the case of real propertyleased properties and assets, marketable) title to valid leasehold interests in, all of the material properties and assets (whether tangible or intangible), real, personal and properties which they purport to own and which are material to mixed, used or held for use in its Business (the Company and its Subsidiaries“Property”), free and clear of any and all Encumbrances, other than Encumbrances (except for Permitted EncumbrancesLiens). The Property is sufficient for the Company to conduct the Business. (b) The Company owns no, and has never owned any, real property. Set forth on Section 3.10(b) of the Seller Disclosure Schedule sets forth is a listtrue and complete list of each lease (or reasonably equivalent Contract) for real property executed by or binding upon the Company, as of lessor or lessee, sublessor or sublessee, landlord or tenant, or assignor or assignee (the date hereof, of all of the Owned Real Property. With respect to each Owned Real Property, the Company or a Subsidiary of the Company owns a fee simple estate in such Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. None of the Owned “Real Property is subject to any right or option of any other Person to purchase or lease an interest in such Owned Real Property. Neither the Company nor any Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (c) The Company Disclosure Schedule sets forth a list, as of the date hereof, of all of the Leased Real Property Lease” and all real property leases to which the Company or any of its Subsidiaries is a party as lessee or lessor (collectively, the “Real Property Leases”). With respect , and a true and correct description of the real property subject to each such Real Property Leases (the “Leased Real Property, the Company or a Subsidiary of the Company has a valid leasehold interest in such Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases and, to the Knowledge of the Company, no other party to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases”). Each of the Real Property Leases constitutes a is legal, valid and binding obligation of on the Company and in full force and effect, without any uncured material default thereof by the Company or, to Company’s Knowledge, any other party thereto. The Leased Real Property constitutes the only real property leased by the Company or one of its Subsidiaries and is enforceable against otherwise used by the Company or one of its Subsidiaries and, to in connection with the Knowledge operation of the Company, against the other party or parties thereto, in accordance with its terms, except Business and as may presently proposed to be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equityconducted. The other party to each Real Property Lease is Company has not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries has (i) subleased, licensed or otherwise granted any Person the right, on or after the date hereof, right to use or occupy any such Leased Real Property or any portion thereof, nor (ii) received written notice that it is in default under any such Real Property Lease for any alleged default that has not been cured. All rents, deposits and additional rents due pursuant to each Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a breach or default under such Real Property Lease that has not been redeposited in full. (dc) All buildings, structures, improvements, fixtures, building systems Except for the occupancy and equipment, and all components thereof, included in use of the Leased Real Property (by the “Improvements”) are in good condition and repair and sufficient for the operation of the Business. There are no structural deficiencies or latent defects affecting any of the Improvements and Company, there are no facts leases, tenancies, licenses or conditions affecting other rights of occupancy or use for any portion of the Improvements which wouldLeased Real Property, individually and no Person other than the Company occupies or in uses any portion of the aggregateLeased Real Property. Except as set forth on Section 3.10(c) of the Seller Disclosure Schedule, interfere the Company is not in any material respect with discussions regarding options to renew, extend or terminate any lease of Leased Real Property or to lease any real property other than the use or occupancy of the Improvements or any portion thereof in the operation of the BusinessLeased Real Property.

Title to Assets; Real Property. (a) The Company and its Subsidiaries have each Company Subsidiary, as applicable, has good (andand marketable title to, or in the case of real propertyleased assets, marketable) title to valid leasehold interests in, all machinery, equipment, furniture, fixture and other tangible personal property and assets necessary in all material respects for the conduct of the assets and properties which they purport to own and which are material to business of the Company and its the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all EncumbrancesLiens, other than except Permitted EncumbrancesLiens. (b) The As of the date hereof, the Company and the Company Subsidiaries do not own any real property. (c) Section 3.19(c) of the Company Disclosure Schedule sets forth a list, as of the date hereof, of all of the Owned any lease, sublease, license or occupancy agreement for real property (“Leased Real Property. With respect to each Owned Real Property”), the Company or a Subsidiary of the Company owns a fee simple estate in such Owned Real Propertyincluding all material amendments, free material modifications and clear of all Encumbrancesterminations thereof, other than Permitted Encumbrances. None of the Owned Real Property is subject to any right or option of any other Person to purchase or lease an interest in such Owned Real Property. Neither the Company nor any Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (c) The Company Disclosure Schedule sets forth a list, as of the date hereof, of all of the Leased Real Property and all real property leases pursuant to which the Company or any of its Subsidiaries is Company Subsidiary leases, subleases, uses or otherwise occupies any real property (any such lease, sublease, license or occupancy agreement being hereinafter referred to as a party as lessee or lessor (collectively, the “Real Property LeasesLease”). With respect to each The Company or a Company Subsidiary has a valid and subsisting leasehold interest in the Leased Real Property, the Company or a Subsidiary . None of the Company has a valid leasehold interest in such Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach ofCompany, any of the Company Subsidiaries, or, to the Company’s Knowledge, any other party, has subleased, licensed or otherwise granted any Person, other than the Company or the Company Subsidiaries, the right to use, occupy or otherwise obtain a real property interest (or otherwise assign, pledge or hypothecate any interest) in any Leased Real Property or any material portion thereof, whether as tenants, subtenants, trespassers or otherwise. (d) The Company has delivered to the Parent true, correct and complete copies of all Leases, and there are no other material lease agreements for real property affecting the Leased Real Property or to which the Company or any Company Subsidiary is bound; and all such Leases andare in full force and effect and valid and binding, and enforceable in accordance with their respective terms. The Company and the Company Subsidiaries are in material compliance with the terms of all of the Leases, and there are no material defaults under the Leases by the Company or any Company Subsidiaries, or, to the Knowledge of the Company, the lessor or landlord thereunder, and there are no other party to any events which with the passage of the Real Property Leases is in time or notice, or both, would constitute a material default under or in material breach of any of on the Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation part of the Company or one of its Subsidiaries and is enforceable against the any Company or one of its Subsidiaries andSubsidiary, or, to the Knowledge of the Company, against the other party or parties thereto, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The any other party to each Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any SubsidiaryLeases. Neither the Company nor any Company Subsidiary has received any written notice alleging any default under any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any Leases. (e) The Leased Real Property or any portion thereof. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are is in good condition and repair in all material respects, subject to ordinary wear and tear, and is sufficient in all material respects for the operation of the Business. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements uses in which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Businesssuch property is presently employed.

Title to Assets; Real Property. (a) The Excluding intellectual property that is covered by Section 2.9, each of the Company and its Subsidiaries have each Subsidiary has good (and, in the case of real property, marketable) and valid title to all of the assets their respective material properties, interests in properties and properties which they purport to own assets, real and which are material to personal, reflected on the Company Balance Sheet as being owned by the Company or one of its Subsidiaries (except properties, interests in properties and its Subsidiariesassets sold or otherwise disposed of since the Company Balance Sheet Date in the Ordinary Course of Business), or, with respect to leased material properties and assets, valid leasehold interests in such material properties and assets that afford the Company or such Subsidiary leasehold possession of the properties and assets that are the subject of the leases, in each case, free and clear of all Encumbrances, Encumbrances other than Permitted Encumbrances. (b) The Company Disclosure Schedule sets forth a list, as of the date hereof, of all of the Owned Real Property. With respect to each Owned Real Property, the Company or a Subsidiary of the Company owns a fee simple estate in such Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. None of the Owned Real Property is subject to any right or option of any other Person to purchase or lease an interest in such Owned Real Property. Neither the Company nor any Subsidiary is a party to any agreement or option to purchase owns any real property or interest therein. (cinterests in real property. Schedule 2.8(b) The of the Company Disclosure Schedule sets forth Letter is a true, correct and complete list, as of the date hereofAgreement Date, of all of the Leased Real Property and all real property leases to which and interests in real property leased by the Company or any of Subsidiary that is material to the Company and its Subsidiaries is Subsidiaries, taken as a party as lessee whole (each such property or lessor (collectivelyinterest, the “Leased Real Property LeasesProperty”). With respect to each Leased Real Property, the Company or a Subsidiary of the Company has a valid leasehold interest in such Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases and, to the Knowledge of the Company, no other party to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation of the Company or one of its Subsidiaries and is enforceable against the Company or one of its Subsidiaries and, to the Knowledge of the Company, against the other party or parties thereto, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The other party to each Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries Subsidiary has (i) subleased, licensed or otherwise granted any Person the right, on or after the date hereof, right to use or occupy any such Leased Real Property or any portion thereof, or (ii) collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein, in each case in a manner that would interfere in any material respect with the Company’s use of such Leased Real Property in the Ordinary Course of Business. The Company has made available to Parent true, correct and complete copies of all leases, subleases and other Contracts under which the Company and/or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any Leased Real Property, including all modifications, amendments and supplements thereto. (dc) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the Business. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which wouldExcept as would not, individually or in the aggregate, interfere reasonably be expected to have a Material Adverse Effect, the plant, property and equipment of the Company and each Subsidiary that are used in the operations of the Business are (i) suitable for the uses to which they are currently employed, (ii) in good operating condition and repair, subject to normal wear and tear, (iii) regularly and properly maintained substantially consistent with the practices of similarly situated companies in the industry in which the Company operates, (iv) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the Ordinary Course of Business and (v) to the knowledge of the Company, free from any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Businessdefects.

Title to Assets; Real Property. (a) The Company and its Subsidiaries have good and valid title to, or a valid leasehold interest in, all tangible personal property and other assets (andwhether real or personal, tangible or intangible) used in the case of real property, marketable) title to all conduct of the assets and properties which they purport to own and which are material to business of the Company and its Subsidiaries, . All such properties and assets (including leasehold interests) are free and clear of all Encumbrances, other than Liens except for the Permitted EncumbrancesLiens and are adequate and sufficient to conduct the business of the Company and its Subsidiaries as conducted on the date hereof. (b) The Company Disclosure Schedule sets forth a list, as of the date hereof, of all of the Owned Real Property. With respect to each Owned Real Property, : (i) the Company or a its Subsidiary of (as the Company owns a case may be) has good and marketable indefeasible fee simple estate in title and good, valid and subsisting land use right(s) (if applicable) to such Owned Real Property, free and clear of all EncumbrancesLiens, other than except Permitted EncumbrancesLiens; (ii) none of the Company or any of its Subsidiaries has leased or otherwise granted any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; and (iv) to the Knowledge of the Company, there is no plan or proposal for compulsory acquisition, expropriation or resumption of any Owned Real Property or any part thereof by a Governmental Authority. None of the Owned Real Property is subject to Company or any right or option of any other Person to purchase or lease an interest in such Owned Real Property. Neither the Company nor any Subsidiary its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein. ‎Section 3.09(b) of the Disclosure Schedule sets forth a true and complete list of all Owned Real Property. (c) The With respect to each Lease: (i) such Lease is legal, valid, binding, enforceable and in full force, and effect; (ii) the Company Disclosure Schedule sets forth a list, or its Subsidiary (as the case may be) has good and valid leasehold or easement interest in each of the date hereof, of all of properties comprising the Leased Real Property and all real property leases pursuant to which the Company or any of its Subsidiaries is a party as lessee or lessor (collectively, the “Real Property Leases”). With respect to each Leased Real Property, the Company or a Subsidiary of the Company has a valid leasehold interest in such Leased Real Property, free and clear of all EncumbrancesLiens, other than except Permitted Encumbrances. Neither Liens; (iii) the Company nor any of Company’s or its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any Subsidiary’s possession and quiet enjoyment of the Leased Real Property Leases under such Lease has not been disturbed, and, to the Knowledge of the Company, there are no other party disputes with respect to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes a valid such Lease; and binding obligation (iv) none of the Company or one any of its Subsidiaries and is enforceable against the Company or one of its Subsidiaries andnor, to the Knowledge of the Company, against the other party or parties thereto, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The any other party to each Real Property Lease the Lease, is not an affiliate ofin material breach or default under such Lease, and otherwise does not have any economic interest inno event has occurred or circumstance exists which, with the delivery of notice, the Company passage of time or any Subsidiaryboth, would constitute a material breach or default, or permit the termination, modification or acceleration of rent under such Lease. Neither ‎Section 3.09(c) of the Company nor any Disclosure Schedule sets forth a true and complete list of its Subsidiaries has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any all Leased Real Property or any portion thereofProperty. (d) All buildingsmaterial Permits, structuresincluding certificates of occupancy, improvements, fixtures, building systems required to be held by the Company or its Subsidiary (as the case may be) with respect to the use and equipment, and all components thereof, included in occupancy of the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the Business. There are no structural deficiencies have been obtained, except where a failure to obtain any such permit or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which wouldapproval would not, individually or in the aggregate, interfere reasonably be expected to result in any material respect with Liability to the use Company or occupancy of the Improvements its Subsidiary or any portion thereof in adversely affect, or materially disrupt, the operation of their business in the Ordinary Course of Business, taken as a whole. (e) To the Knowledge of the Company the Real Property and all plants, buildings and improvements located thereon conform in all material respects to all applicable zoning ordinances, Laws and Governmental Orders. (f) The Company and its Subsidiaries have not received any written notice of any (i) violations of zoning ordinances, Laws or Governmental Orders affecting the Real Property, (ii) condemnation proceedings affecting the Real Property, or (iii) zoning or other moratorium proceedings, or similar matters which would materially and adversely affect, or materially disrupt, the operation of their business in the Ordinary Course of Business. (g) To the Knowledge of the Company, the Company and its Subsidiaries have not violated any covenant, condition, restriction, easement, agreement or Governmental Order affecting any portion of the Real Property, except where any such violation, individually or in the aggregate, would not materially and adversely affect, or materially disrupt, the operation of their business in the Ordinary Course of Business, taken as a whole.

Title to Assets; Real Property. (a) The Company Except as has not resulted in and its Subsidiaries have good (andwould not reasonably be expected to result in, individually or in the case of real propertyaggregate, marketable) a Company Material Adverse Effect, each Company Entity owns, and has good and valid title to to, all of assets reflected on the assets and properties which they purport to own and which are material to most recent audited balance sheet included in the Company and its SubsidiariesSEC Financial Statements (except for personal property sold, used or disposed of in the Ordinary Course of Business since December 31, 2020), free and clear of all Encumbrances, other than any Lien thereon (except for any Permitted EncumbrancesLien). (b) The Section 3.13(b) of the Company Disclosure Schedule sets forth a listLetter lists all (i) real property owned in fee, in whole or in part, by any Company Entity as of the date hereof, of all of hereof (the “Company Owned Real Property”) and (ii) material real property leased or subleased by any Company Entity, setting forth in each case the address or other location of such premises and indicating whether such premises are owned or leased by the Company Entities. With respect No Company Entity is a party to any Contract that obligates such Company Entity to purchase any material real property or any interest therein. Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect: (i) a Company Entity has good, valid and marketable fee simple title (or the local equivalent) to each Owned Real Property, the Company or a Subsidiary of the Company owns a fee simple estate in such Owned Real Property, free and clear of any Lien thereon (except for any Permitted Lien); (ii) a Company Entity has a good and valid leasehold or subleasehold interest, subject to the terms of each applicable lease, sublease and other Contract (all Encumbrancessuch leases, subleases or other than Contracts, collectively, the “Company Real Property Leases”), under which each Company Entity uses or occupies or has the right to use or occupy any parcel of real property leased, subleased, licensed or otherwise used or accessed by such Company Entity (any such parcel, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), in each case, free and clear of any Lien thereon (except for any Permitted Encumbrances. None Lien); (iii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Owned Company Real Property is subject that would reasonably be expected to impair the existing use of the Company Real Property by any right Company Entity; (iv) there are no outstanding options or option rights of first refusal or other contractual rights or obligations in favor of any other Person to purchase purchase, lease or lease an interest in such Owned Real Property. Neither the sublease any (1) Company nor any Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (c) The Company Disclosure Schedule sets forth a list, as of the date hereof, of all of the Leased Real Property and all real property leases to which the Company or any of its Subsidiaries is a party as lessee or lessor (collectively, the “Real Property Leases”). With respect to each Leased Real Property, the Company or a Subsidiary of the Company has a valid leasehold interest in such Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases and, to the Knowledge of the Company, no other party to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation of the Company or one of its Subsidiaries and is enforceable against the Company or one of its Subsidiaries and, to the Knowledge of the Company, against the other party or parties thereto, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The other party to each Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or any portion thereof.thereof or interest therein or (2) to the Company’s Knowledge, any Company Leased Real Property that would reasonably be expected to impair the existing use of such Company Leased Real Property by any Company Entity; and (dv) All buildingsno Company Entity has received any written notice from any Governmental Authority of any pending or threatened condemnation, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the expropriation or eminent domain proceeding related to any Company Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the Business. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the BusinessProperty.

Title to Assets; Real Property. (a) The Company does not own any real property and its Subsidiaries have good (and, in the case of real property, marketable) title to all of the assets and properties which they purport to own and which are material to the Company and its Subsidiaries, free and clear of all Encumbrances, other than Permitted Encumbrances. (b) The Company Disclosure Schedule sets forth a list, as of the date hereof, of all of the Owned Real Property. With respect to each Owned Real Property, the Company or a Subsidiary of the Company owns a fee simple estate in such Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. None of the Owned Real Property is subject to any right or option of any other Person to purchase or lease an interest in such Owned Real Property. Neither the Company nor any Subsidiary is not a party to any agreement or option Contract to purchase any real property or interest therein. (cb) The Company Disclosure Schedule sets forth has good and valid title to, or a listvalid leasehold interest in, as of the date hereof, of all of the Leased Real Property and all real tangible personal property leases to which and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business since such date. All such properties and assets, including leasehold interests, of the Company or any are free and clear of its Subsidiaries is a party Encumbrances except for Permitted Encumbrances (as lessee or lessor (collectively, the “Real Property Leases”defined below). With respect to each Leased Real Property leased to or by the Company, Seller has delivered or made available to Buyer true, complete and correct copies of any leases or subleases affecting the Real Property, the Company or a Subsidiary of the Company has a valid leasehold interest in such Leased Real Property, free . The use and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any operation of the Real Property Leases and, to in the Knowledge conduct of the Company’s business do not violate in any material respect any Law, no other party to any covenant, condition, restriction, easement, license, Permit or Contract. No material improvements constituting a part of the Real Property Leases is in material default under encroach on real property owned or in material breach of any of leased by a Person other than the Real Property LeasesCompany. Each of the Real Property Leases constitutes a valid and binding obligation of the Company or one of its Subsidiaries and is enforceable against the Company or one of its Subsidiaries andThere are no Actions pending nor, to the Knowledge of Seller’s Knowledge, threatened against or affecting the Company, against the other party or parties thereto, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The other party to each Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or any portion thereofthereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. For purposes of this Section 3.10, “Permitted Encumbrances” means: (i) liens for Taxes not yet due and payable or being contested in good faith by appropriate procedures; (ii) mechanics, carriers’, workmen’s, repairmen’s, or other like liens arising or incurred in the ordinary course of business; (iii) easements, rights of way, zoning ordinances, and other similar encumbrances affecting Real Property; or (iv) other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business. (c) Section 3.10(b) of the Company Disclosure Schedules lists: (i) the street address of each parcel of Real Property, and (ii) all leases and subleases for each parcel of Real Property, including the identification of the lessee and lessor thereunder. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in items of tangible personal property of the Real Property (the “Improvements”) Company are in good operating condition and repair (ordinary wear and sufficient tear excepted), and are adequate for the operation uses to which they are being put, and none of the Business. There such items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are no structural deficiencies not material in nature or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Businesscost.

Title to Assets; Real Property. (a) The Company All Leased Real Property is leased pursuant to the written or oral leases listed and its Subsidiaries have good described in Section 3.09(a) of the Disclosure Schedules (each individually a “Lease” and, collectively, the “Leases”). Each Group Company holds a valid leasehold estate under each Lease to which it is a party. Each Group Company has accepted full and complete possession of the applicable Leased Real Property and is the actual occupant in possession. To Seller’s Knowledge, no material claim, controversy, dispute, or disagreement exists between any Group Company, as lessee (in such capacity, collectively, the case “Lessee”), and any landlord to any of the Leases (in such capacity, the “Lessor”). All rent, additional rent, real property, marketable) title and possessory and use taxes, insurance premiums, and all other charges required to all be paid by either any Group Company under the Leases or in connection with the ownership of the assets and properties which they purport property covered thereby are paid current. No material repairs or other work is required on the Leased Real Property in order to own and which are material to maintain the Company and its Subsidiaries, free and clear of all Encumbrancesimprovements on the Leased Real Property in accordance with the applicable Lease, other than Permitted Encumbrancesroutine maintenance in the ordinary course of business. All security deposits shall be duly accounted for at the Closing. (b) The Company’s interest in Leased Real Property is free and clear of any and all Encumbrances, except for Permitted Encumbrances, which such Permitted Encumbrances do not materially interfere with or impair the operation of such Group Company’s business. None of the Group Companies has assigned, mortgaged, transferred, or hypothecated any fee interest or Lease or any interest therein in any of the Leased Real Property or leased or subleased all or any portion of the Leased Real Property, and none of the Group Companies has any written notice or, to the Seller’s Knowledge, other notice of any prior assignment, mortgage, hypothecation, or pledge of any Lease or the rents due thereunder, and none of the Group Companies has a sublessor or grantor under any Lease, sublease, or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property, except as provided in Section 3.09(b) of the Disclosure Schedules. (c) There are no, and none of the Group Companies has received written notice of, any (i) assessments, pending or threatened, that could materially and adversely affect Buyer’s operation, use or maintenance of the Leased Real Property or Seller’s ability to perform under this Agreement; (ii) except as set forth in Section 3.09(c) of the Disclosure Schedules, condemnation or eminent domain proceedings pending or threatened against the Leased Real Property nor any material damages to the Leased Real Property due to fire or casualty; or (iii) adverse claims by any Person (including adjoining property owners) or encroachments with respect to the Leased Real Property. Except as set forth in Section 3.09(b) and Section 3.16(a) of the Disclosure Schedules, during the past three (3) years, none of the Group Companies has received any written notice from any Governmental Authority of any material violation of or material non-compliance with any Law, regulation or ruling, whether federal, state, local, or administrative which affects the Leased Real Property, including any building, fire safety or zoning code violations relating to the Leased Real Property. (d) No Group Company holds a fee interest in any real property, nor any leasehold or other interest in any real property other than the Leased Real Property. The Group Companies have a valid leasehold interest in all Leased Real Property, including granted land use rights for any such land and all buildings, structures, improvements and facilities located thereon, leased or subleased by or to the Group Companies, as applicable, and used or occupied by it. The Leased Real Property has access to (A) public roads or valid easements over private streets or private property for such ingress to and egress from such Leased Real Property and (B) water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and other public utilities, in the case of each of clauses (A) and (B), as is necessary to comply with Law or to conduct the business of the Group Companies, in all material respects, as it is currently conducted. Each Leased Real Property and its continued use, occupancy and operation as currently used, occupied and operated, does not constitute a nonconforming use under any Law relating to building, zoning, subdivision or other land use. (e) No Group Company has granted, is a party to, or is obligated under any right, option, obligation or agreement to purchase, transfer or acquire any interest in any of the Leased Real Property. (f) Section 3.09(f) of the Disclosure Schedule Schedules sets forth a listforth, as of the date hereof, of all of personal property and other assets reflected in the Owned Real Property. With respect to each Owned Real PropertyAudited Financial Statements (including leased personal property), acquired after the Company Balance Sheet Date, or a Subsidiary of the Company owns a fee simple estate in such Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. None of the Owned Real Property is subject to any right or option of any other Person to purchase or lease an interest in such Owned Real Property. Neither the Company nor any Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (c) The Company Disclosure Schedule sets forth a list, as of the date hereof, of all of located on the Leased Real Property other than personal property and all real property leases to which assets acquired, sold or otherwise disposed of in the Company or any ordinary course of its Subsidiaries is a party as lessee or lessor business consistent with past practice since the Balance Sheet Date (collectively, the “Real Property LeasesCompany Personal Property”). With respect Each Group Company holds good, marketable and valid title to each Leased Real Propertyall owned and a good, the Company or a Subsidiary of the Company has a marketable and valid leasehold lease interest in such Leased Real Property, all leased Company Personal Property in its possession free of any and clear of all Encumbrances, other than except for Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in , which Permitted Encumbrances are not material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases and, to the Knowledge operation, function or efficiency of the such Group Company, no other party to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation of the Company or one of its Subsidiaries and is enforceable against the Company or one of its Subsidiaries and, to the Knowledge of the Company, against the other party or parties thereto, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The other party to each Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or any portion thereof’s business. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the Business. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Business.

Title to Assets; Real Property. (a) The No Acquired Company owns any land, building, structure, easement or other right or interest appurtenant thereto (including air, oil, gas, mineral and its Subsidiaries have good water rights) (and“Real Property”). (b) Section 3.10(b) of the Disclosure Schedules sets forth a list of all leases of Real Property (including all amendments, in the case of real guaranties and other agreements with respect thereto) to which any Acquired Company is a party (such property, marketablethe “Leased Real Property”), the address of each parcel of Leased Real Property, the current annualized rent payment thereunder (including any property tax or other obligations determined by formula, which may be set forth at the amount actual paid in 2015) title to all and the expiration date of the assets applicable lease. Except as set forth in Section 3.10(b) of the Disclosure Schedules, with respect to each of such leases, (A) such lease is legal, valid, binding and properties which they purport to own enforceable against any Acquired Company, and which are material is in full force and effect; (B) the respective Acquired Company has good and valid title to, or a valid leasehold interest in all Leased Real Property; (C) neither the Acquired Company nor, to the Company Company’s Knowledge, any other party to such lease, is in material breach or default under such lease, and its Subsidiariesno event has occurred or circumstance exists that, with the delivery of notice, passage of time or both, would constitute such a material breach or default or permit the termination or modification of, or acceleration of rent under, such lease; and (D) all Leased Real Property is free and clear of all Encumbrances, other than Liens except for Permitted Encumbrances. (bc) The Company Disclosure Schedule sets forth has delivered or made available to Parent true, complete and correct copies of any leases or other Contracts affecting the Leased Real Property. No Acquired Company is a listsublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, as lease, occupancy or enjoyment of any Leased Real Property. The use and operation of the date hereofLeased Real Property in the conduct of the Acquired Companies’ business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than an Acquired Company. There are no Actions pending nor, to the Company’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. (d) The Leased Real Property comprises all of the Owned Real Property. With respect to each Owned Real PropertyProperty used in, or otherwise related to, the Acquired Companies’ businesses; and no Acquired Company or a Subsidiary of the Company owns a fee simple estate in such Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. None of the Owned Real Property is subject to any right or option of any other Person to purchase or lease an interest in such Owned Real Property. Neither the Company nor any Subsidiary is a party to any agreement or option to purchase any real property Real Property or interest therein. (c) The Company Disclosure Schedule sets forth a list, as of the date hereof, of all of the Leased Real Property and all real property leases to which the Company or any of its Subsidiaries is a party as lessee or lessor (collectively, the “Real Property Leases”). With respect to each Leased Real Property, the Company or a Subsidiary of the Company has a valid leasehold interest in such Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases and, to the Knowledge of the Company, no other party to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation of the Company or one of its Subsidiaries and is enforceable against the Company or one of its Subsidiaries and, to the Knowledge of the Company, against the other party or parties thereto, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The other party to each Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or any portion thereof. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the Business. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Business.

Title to Assets; Real Property. (a) The Company has good and its Subsidiaries have good (andvalid title to, or in the case of real propertyleased properties and assets, marketable) title to valid leasehold interests in, all of the material properties and assets (whether tangible or intangible), real, personal and properties which they purport to own and which are material to mixed, used or held for use in its Business (the Company and its Subsidiaries“Property”), free and clear of any and all EncumbrancesEncumbrances (except for Permitted Liens). Except as set forth in Section 3.10(a) of the Disclosure Schedule, other than Permitted Encumbrancesthe Property is sufficient for the Company to conduct the Business after the Closing as is currently being conducted by the Company and as was conducted by Seller prior to the Contribution. (b) The Company owns no real property. Set forth on Section 3.10(b) of the Disclosure Schedule sets forth is a listtrue and complete list of each lease for real property executed by or binding upon the Company, as of the date hereoflessor or lessee, of all of the Owned Real Property. With respect to each Owned Real Propertysublessor or sublessee, the Company landlord or a Subsidiary of the Company owns a fee simple estate in such Owned Real Propertytenant, free and clear of all Encumbrances, other than Permitted Encumbrances. None of the Owned Real Property is subject to any right or option of any other Person to purchase assignor or lease an interest in such Owned Real Property. Neither the Company nor any Subsidiary is a party to any agreement or option to purchase any real property or interest therein. assignee (c) The Company Disclosure Schedule sets forth a list, as of the date hereof, of all of the Leased Real Property and all real property leases to which the Company or any of its Subsidiaries is a party as lessee or lessor (collectively, the “Real Property Leases”). With respect , and a true and correct description of the real property subject to each such Real Property Leases (the “Leased Real Property, the Company or a Subsidiary of the Company has a valid leasehold interest in such Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases and, to the Knowledge of the Company, no other party to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases”). Each of the Real Property Leases constitutes a is legal, valid and binding obligation of on the Company and in full force and effect, without any uncured material default thereof by the Company or, to Seller’s Knowledge, any other party thereto. The Leased Real Property constitutes the only real property leased by the Company or one of its Subsidiaries and is enforceable against otherwise used by the Company or one of its Subsidiaries and, to in connection with the Knowledge operation of the Company, against the other party or parties thereto, in accordance with its terms, except Business as may currently conducted and as presently proposed to be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equityconducted. The other party to each Real Property Lease is Company has not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries has (i) subleased, licensed or otherwise granted any Person the right, on or after the date hereof, right to use or occupy any such Leased Real Property or any portion thereof, and (ii) received written notice that it is in default under any such Real Property Lease for any alleged default that has not been cured. All rents, deposits and additional rents due pursuant to each Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a breach or default under such Real Property Lease that has not been redeposited in full. True and complete copies of the Real Property Leases have been provided to Buyer or its advisors. (dc) All buildings, structures, improvements, fixtures, building systems Except for the occupancy and equipment, and all components thereof, included in use of the Leased Real Property (by the “Improvements”) are in good condition and repair and sufficient for the operation of the Business. There are no structural deficiencies or latent defects affecting any of the Improvements and Company, there are no facts leases, tenancies, licenses or conditions affecting other rights of occupancy or use for any portion of the Improvements which wouldLeased Real Property, individually and no Person other than the Company occupies or in uses any portion of the aggregate, interfere Leased Real Property. The Company is not in any material respect with discussions regarding options to renew, extend or terminate any lease of Leased Real Property or to lease any real property other than the use or occupancy of the Improvements or any portion thereof in the operation of the BusinessLeased Real Property.

Title to Assets; Real Property. (a) The Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Entity owns good and its Subsidiaries have good (andvalid marketable title to, or in the case of real leased assets, has valid, binding, enforceable and subsisting leasehold interests in, all assets (including personal property, marketable) title to all used in the business of the assets and properties which they purport to own and which are material to the such Company and its SubsidiariesEntity as currently conducted, free and clear of all Encumbrancesany Lien thereon (except for any Permitted Lien), other than Permitted Encumbrancesand (ii) each Company Entity’s assets (including Company Real Property), except for obsolescence in the Ordinary Course of Business, are in good condition, repair and operating condition (subject to ordinary wear and tear), have been maintained, repaired and refurbished in the Ordinary Course of Business and are useable or saleable in the Ordinary Course of Business. (b) The Section 3.12(b) of the Company Disclosure Schedule sets forth a listlists the physical address of each parcel of real property owned in fee simple by any Company Entity (together with all buildings, as of structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, collectively, the date hereof, of all of the “Company Owned Real Property”). With respect The applicable Company Entity owns good, valid and marketable fee simple title to each Owned Real Property, the parcel of Company or a Subsidiary of the Company owns a fee simple estate in such Owned Real Property, free and clear of all Encumbrances, other than any Lien thereon (except for any Permitted EncumbrancesLien). None The current use of the Company Owned Real Property by the Company Entities does not breach in any material respect any restrictive covenants or easements of records or any unrecorded agreements or encumbrances affecting the Company Owned Real Property. (c) Section 3.12(c) of the Company Disclosure Schedule lists the physical addresses of each real property leased, subleased, sub-subleased, licensed or otherwise occupied, or used, by a Company Entity (the “Company Leased Real Property” and, together with the Company Owned Real Property, collectively, the “Company Real Property”), for which true, correct and complete copies of any and all material leases, subleases, sub-subleases, licenses, occupancy agreements, purchase options, lease guaranties, and related agreements and documents thereunder, and all material amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”) have been made available. The applicable Company Entity has a valid, binding and enforceable leasehold interest under each of the Company Real Property Leases, and enjoys possession of the relevant Company Leased Real Property, in each case, free and clear of any Lien thereon (except for any Permitted Lien), and each of the Company Real Property Leases is subject in full force and effect. No security deposit or portion thereof deposited with respect to such Company Real Property Lease has been applied in respect of a breach or default under such Company Real Property Lease which has not been redeposited in full within the time period provided in such Company Real Property Lease. With respect to any material Company Leased Real Property, (i) any leasehold interest in the Company Leased Real Property is not encumbered by a leasehold mortgage or by any subtenancy or other right to occupy or option use any portion of the Company Leased Real Property or the Improvements (as defined below) or personal property thereon, (ii) the Company has not received written notice from any other Person of any default in the performance of any obligations under any of the Company Real Property Leases or from any subtenant with respect to any sublease and (iii) to the Company’s Knowledge, there has been no act or omission or other circumstance that, if uncured, would ripen into a breach or default by the Company or any other Person under the terms of any of the Company Real Property Leases or any sublease to which the Company is a party. As of the date hereof, no party to any material Company Real Property Lease has exercised any termination rights with respect thereto or given any notice to any landlord under any Company Real Property Lease indicating it will not be exercising any extension or renewal options under such Company Real Property Lease. (d) The Company Real Property constitutes all of the real property used in the businesses of the Company Entities as currently conducted. (e) Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect, (i) there are currently in effect such insurance policies for the Company Real Property as are customarily maintained with respect to similar properties, (ii) all premiums due on such insurance policies have been paid by the applicable Company Entity, (iii) none of the Company Entities have received any written notice or request from any insurance company requesting the performance of any work or alteration with respect to the Company Real Property or any portion thereof and, to the Company’s Knowledge, no such notice or request has been threatened and (iv) none of the Company Entities has received any written notice from any insurance company concerning, and none of the Company Entities is aware of, any defects or inadequacies in the Company Real Property that, if not corrected, would result in the termination of insurance coverage or increase its cost. (f) Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect: (i) (A) there is no Action pending or, to the Company’s Knowledge, threatened with respect to the appropriation, condemnation or exercise of eminent domain with respect to any Company Real Property, (B) there is no Action pending, initiated by or on behalf of any Company Entity to change or redefine the zoning or land use classification of any Company Real Property, and no Company Entity has received notice thereof, and (C) there are no sales or other dispositions of such Company Real Property or any part thereof in lieu of any such Actions; (ii) there are no leases, subleases, licenses, occupancy agreements, options, rights of first offer or rights of first refusal to purchase or lease an other agreements or arrangements to which any Company Entity is a party granting to any Person the right to use, occupy or otherwise obtain a real property interest in such Owned all or any portion of the Company Real Property or interest therein, no Company Entity has leased or otherwise granted to any Person the right to use or occupy any Company Real Property or any portion thereof and there are no other parties other than a Company Entity occupying the Company Real Property. Neither the ; (iii) no Company nor any Subsidiary Entity is a party to any agreement or option to purchase or dispose of any real property or interest therein.; (civ) The the Company Disclosure Schedule sets forth a list, as of Real Property is in compliance with all applicable Laws related to the date hereof, of all of the Leased business currently being conducted on such Company Real Property and all real property leases to which the Company Entities have all certificates of occupancy and Permits of any Governmental Authority necessary for the current use and operation of each parcel of Company Real Property; (v) none of the Company Entities has vacated or abandoned any of the Company Leased Real Properties nor given notice of its Subsidiaries is a party as lessee or lessor intent to do the same; (collectivelyvi) the present use of the land, buildings, structures and improvements on the “Company Real Property Leases”). With respect to each Leased complies with all applicable Laws, including all applicable zoning Laws and with all registered deeds, restrictions of record, any restrictive covenants or easements of records, any unrecorded agreements or encumbrances affecting or other agreements affecting such Company Real Property, the Company or a Subsidiary and there is no proposed change therein that would so affect any of the Company has a valid leasehold interest in such Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases and, to the Knowledge of the Company, no other party to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation of the Company or one of its Subsidiaries and is enforceable against the Company or one of its Subsidiaries and, to the Knowledge of the Company, against the other party or parties thereto, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The other party to each Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or its use and the Company has no knowledge of any portion violation thereof.; (dvii) All there exists no conflict or dispute with any Governmental Authority or any other Person relating to any Company Real Property or the activities thereon; (viii) all improvements, buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, equipment included in the Company Real Property (the “Improvements”) have been maintained in the Ordinary Course of Business and are in good satisfactory condition and repair and sufficient for the operation of the Business. There are in all material respects; (ix) no structural deficiencies damage or latent defects affecting destruction has occurred with respect to any of the Improvements Company Real Property that would not be covered by an enforceable insurance policy; (x) each Company Entity is in compliance with all Liens affecting the Company Real Property, and no Company Entity has received any written notice alleging any default under any of such Liens and there has not occurred any event that with the lapse of time or the giving of notice, or both, would constitute such a default under any such Liens; (xi) except as provided by the Company Real Property Leases, and other than the right of Parent pursuant to this Agreement, there are no facts outstanding Contracts, commitments, options, rights of reverter, rights of first offer or conditions affecting rights of first refusal (A) to which any of the Improvements Company Entity is a party or (B) to which wouldany landlord or sub-landlord, individually as applicable, is a party, in each case, granted to third parties to purchase or in the aggregatelease any Company Real Property, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in or interest therein and the operation consummation of the Businesstransactions contemplated by this Agreement will not give rise to any third parties having the right to acquire or ground lease any of the Company Owned Real Property; (xii) all Company Real Property and Improvements, and all components thereof, are in satisfactory condition and repair; and (xiii) there are no current construction or capital improvement projects on or with respect to any Company Real Property or Improvements.

Title to Assets; Real Property. (a) The Except as set forth in Section 3.17(a) of the Company Disclosure Schedule and for any exceptions which would not reasonably be expected to have a Material Adverse Effect, Company and its Subsidiaries have good (andand valid title to, or a valid right to use, the personal property shown on the Balance Sheet or acquired after the date thereof, free and clear of all Encumbrances other than Permitted Encumbrances, except for personal property disposed of in the case ordinary course of business consistent with past practice since the Balance Sheet Date. (b) Company and its Subsidiaries do not own any real property, marketable. (c) title to Section 3.17(c) of the Company Disclosure Schedule sets forth a list of all of the assets material leases, material subleases or other material instruments or material permits pursuant to which Company or any of its Subsidiaries holds a leasehold or subleasehold estate or other right to use or occupy any interest in real property (the “Company Leases”) and properties each leased or subleased parcel of real property in which they purport Company or any of its Subsidiaries is a tenant, subtenant or occupant thereunder (the “Leased Real Property”). The Company has delivered or made available to own Purchaser true and which are material complete copies of the Company Leases. Except as set forth in Section 3.17(c) of the Company Disclosure Schedule, (i) each Company Lease (A) constitutes a valid and binding obligation of Company or the Subsidiary of Company party thereto and (B) assuming such Company Lease is a valid and binding obligation of, and enforceable against, the other parties thereto, is enforceable against Company or the Subsidiary of Company that is a party thereto, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity); (ii) none of Company or its Subsidiaries is in breach or default under any Company Lease, except, in each case, where such breach or default, would not reasonably be expected to have a Material Adverse Effect; (iii) since January 1, 2006, none of Company or its Subsidiaries has received or delivered a written notice of default or objection to any party to any Company Lease to pay and perform its obligations, and, to the Knowledge of Company, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a breach or default, or permit the termination, modification, cancellation or acceleration of rent under such Company Lease, except, in each case, as would not reasonably be expected to have a Material Adverse Effect; and (iv) Company or one of its Subsidiaries, as applicable, holds a good and valid leasehold interest in all Leased Real Property free and clear of all Encumbrances, other than Permitted Encumbrances. (bd) The Company Disclosure Schedule sets Except as set forth a list, as of the date hereof, of all of the Owned Real Property. With respect to each Owned Real Property, the Company or a Subsidiary in Section 3.17(d) of the Company owns a fee simple estate in such Owned Real PropertyDisclosure Schedule, free and clear of all Encumbrances, other than Permitted Encumbrances. None of the Owned Real Property Company is subject to any right or option of any other Person to purchase or lease an interest in such Owned Real Property. Neither the Company nor any Subsidiary is not a party to any agreement lease, sublease, concession agreement, use and occupancy agreement, assignment or option to purchase any real property or interest therein. (c) The Company Disclosure Schedule sets forth a list, as of the date hereof, of all of the Leased Real Property and all real property leases to similar arrangement under which the Company or any of its Subsidiaries is a party as lessee sub-lessor or lessor (collectively, assignor of the “Real Property Leases”). With respect to each Leased Real Property, the Company or a Subsidiary of the Company has a valid leasehold interest in such Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in material default under or in material breach of, or in receipt of any written claim of material default under or material breach of, any of the Real Property Leases and, to the Knowledge of the Company, no other party to any of the Real Property Leases is in material default under or in material breach of any of the Real Property Leases. Each of the Real Property Leases constitutes a valid and binding obligation of the Company or one of its Subsidiaries and is enforceable against the Company or one of its Subsidiaries and, to the Knowledge of the Company, against the other party or parties thereto, in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. The other party to each Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. Neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right, on or after the date hereof, to use or occupy any Leased Real Property or any portion thereof. (d) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the Business. There are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Business.