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

Title to Assets; Real Property. (a) The Company has good and valid title to, or a valid leasehold interest in, all Real Property and material tangible personal property and other material 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 consistent with past practice since the Balance Sheet Date. All such material tangible personal properties and material assets (including leasehold interests) are free and clear of Encumbrances except as set forth in Section 3.09(a) of the Seller Disclosure Schedule and except for Permitted Encumbrances. (b) Except for the Leased Real Property described in Section 3.09(c) below, Section 3.09(b) of the Seller Disclosure Schedule sets forth a list of the tangible properties and assets, real, personal and mixed, used or held for use in the conduct of the business of the Company with an individual value or original purchase price of more than $50,000. (c) Section 3.09(c) of the Seller Disclosure Schedule lists (i) the street address of each parcel of Real Property currently leased or subleased by the Company (“Leased Real Property”); (ii) the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each Leased Real Property; and (iii) the current use of such property. Section 3.09(c) of the Seller Disclosure Schedule lists all Contracts to which the Company is a party concerning the occupancy, management or operation of any Leased Real Property (including brokerage contracts). The Company is not a lessor, sublessor or 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. The use and operation of the Leased Real Property in the conduct of the Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. To Seller’s Knowledge, no material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than the Company. There are no Actions pending nor, to Seller’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 Company does not own any Real Property and has not owned, leased, subleased or operated any real property other than the property it currently leases listed in Section 3.09(c) of the Seller Disclosure Schedule.

Title to Assets; Real Property. (a) The Company has good and valid title to, or a valid leasehold interest in, all Real Property and material tangible personal property and other material assets reflected in the Audited 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 consistent with past practice since the Balance Sheet Date. The Company does not own any Real Property. All such material tangible personal properties and material assets (including leasehold interests) are free and clear of Encumbrances except as set forth in Section 3.09(a) of the Seller Disclosure Schedule and except for Permitted Encumbrances. (b) Except for the Leased Real Property described in Section 3.09(c) below, Section 3.09(b3.10(b) of the Seller Disclosure Schedule sets forth a list of the tangible properties and assets, real, personal and mixed, used or held for use in the conduct of the business of the Company with an individual value or original purchase price of more than $50,000. (c) Section 3.09(c) of the Seller Disclosure Schedule Schedules lists (i) the street address of each parcel of Real Property currently Property; (ii) if such property is leased or subleased by the Company (“Leased Real Property”); (ii) Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each Leased Real Propertyleased or subleased property; and (iii) the current use of such property. Section 3.09(c) of the With respect to leased Real Property, Seller Disclosure Schedule lists all Contracts has delivered or made available to which the Company is a party concerning the occupancyBuyer true, management or operation complete and correct copies of any Leased leases affecting the Real Property (including brokerage contracts)Property. The Company is not a lessor, sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased leased Real Property. The use and operation of the Leased Real Property in the conduct of the Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. To Seller’s Knowledge, no No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than the Company. There are no Actions pending nor, to the Seller’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 Company does not own any Real Property and has not owned, leased, subleased or operated any real property other than the property it currently leases listed in Section 3.09(c) of the Seller Disclosure Schedule.

Title to Assets; Real Property. (a) The Company has good good, valid and valid marketable title to, or a valid and marketable leasehold interest in, all Real Property and material tangible personal property and other material assets reflected in the Annual Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of the Company’s business consistent with past practice since the Balance Sheet Datepractice. All such material tangible personal properties and material assets (including leasehold interests) are free and clear of Encumbrances except as set forth in Section 3.09(a) of the Seller Disclosure Schedule and except for Permitted Encumbrances. (b) Except for the Leased Real Property described in Section 3.09(c) below, Section 3.09(b3.10(b) of the Seller Disclosure Schedule sets forth a list of the tangible properties and assets, real, personal and mixed, used or held for use in the conduct of the business of the Company with an individual value or original purchase price of more than $50,000. (c) Section 3.09(c) of the Seller Disclosure Schedule lists Schedules lists: (i) the street address of each parcel of Real Property currently leased or subleased by the Company (“Leased Real Property”); (ii) the landlord under the leaseeach applicable lease or sublease, the rental amount currently being paid, the amount of any deposits, and the expiration of the term of such lease or sublease for each Leased Real Propertyleased or subleased property (collectively, the “Leases”); and (iii) the current use of such property. Seller has delivered or made available to Buyer true, complete and correct copies of any leases and subleases affecting the Real Property, all of which are set forth on Section 3.09(c3.10(b) of the Disclosure Schedules, together with all amendments, and no lease or sublease has been amended, modified or terminated other than amendments or modifications provided to Purchaser. Seller Disclosure Schedule lists has provided true, correct and complete copies of all Contracts to which title insurance policies, environmental reports, zoning reports, and surveys covering the Real Property. The Company is a party concerning the occupancy, management or operation of does not own any Leased Real Property (including brokerage contracts)Property. The Company is not a lessor, sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased leased Real Property. The use and operation of the Leased Real Property in the conduct of the Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit Permit or agreementContract. To Seller’s Knowledge, no No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than the Companyany Person. There are no Actions pending nor, to Sellerthe 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. (dc) The Company does not own any Real Property With respect to each of the Leases: (i) such Lease is legal, valid, binding and enforceable against the Company, and is in full force and effect and has not ownedbeen modified except as disclosed by Seller to Buyer; and (ii) the Company is not, leased, subleased or operated any real property other than and to the property it currently leases listed in Section 3.09(c) Knowledge of the Seller Disclosure ScheduleCompany, no other party to a Lease is, in breach or default under any such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Lease.

Title to Assets; Real Property. (a) The Company has good and valid title to, or Companies do not own Real Property. The Companies have a valid leasehold interest in, in all Real Property and material tangible own or have a valid leasehold interest in all personal property associated with the Business and other material 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 consistent with past practice since the Balance Sheet Date. All Except as set forth in Section 3.10(a) of the Disclosure Schedules, all such material tangible personal properties and material assets (including leasehold interests) are free and clear of Encumbrances except as set forth in Section 3.09(a) of the Seller Disclosure Schedule and except for Permitted Encumbrances. (b) Except for the Leased Real Property described in Section 3.09(c) below, Section 3.09(b3.10(b) of the Seller Disclosure Schedule sets forth a list of the tangible properties and assets, real, personal and mixed, used or held for use in the conduct of the business of the Company with an individual value or original purchase price of more than $50,000. (c) Section 3.09(c) of the Seller Disclosure Schedule Schedules lists (i) the street address of each parcel of Real Property currently Property; (ii) if such property is leased or subleased by the Company (“Leased Real Property”); (ii) Companies, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each Leased Real Propertyleased or subleased property; and (iii) the current use of such property. With respect to leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property. Except as set forth in Section 3.09(c3.10(b) of the Seller Disclosure Schedule lists all Contracts to which the Schedules, no Company is a party concerning the occupancy, management or operation of any Leased Real Property (including brokerage contracts). The Company is not a lessor, sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased leased Real Property. The use and operation of the Leased Real Property in the conduct of the Company’s Companies’ business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. To Seller’s Knowledge, no material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than the CompanyCompanies. There are no Actions pending nor, to the Seller’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 Company does not own any Real Property and has not owned, leased, subleased or operated any real property other than the property it currently leases listed in Section 3.09(c) of the Seller Disclosure Schedule.

Title to Assets; Real Property. (a) The Company has good and valid title to, or a valid leasehold interest in, all Real Property and material tangible personal property and other material assets reflected in the Audited 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 consistent with past practice since the Balance Sheet Date. The Company does not own any Real Property and has a valid leasehold interest in all Real Property currently leased by the Company. All such material tangible personal properties and material assets (including leasehold interests) are free and clear of Encumbrances except as set forth in Section 3.09(a) of the Seller Disclosure Schedule and except for Permitted Encumbrances. (b) Except for the Leased Real Property described in Section 3.09(c) below, Section 3.09(b3.10(b) of the Seller Disclosure Schedule sets forth a list of the tangible properties and assets, real, personal and mixed, used or held for use in the conduct of the business of the Company with an individual value or original purchase price of more than $50,000. (c) Section 3.09(c) of the Seller Disclosure Schedule lists (i) the street address of each parcel of Real Property currently Property, (ii) if such property is leased or subleased by the Company (“Leased Real Property”); (ii) Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each Leased Real Property; leased or subleased property, and (iii) the current use of such property. Section 3.09(c) of the With respect to leased Real Property, Seller Disclosure Schedule lists all Contracts has delivered or made available to which the Company is a party concerning the occupancyBuyer true, management or operation complete and correct copies of any Leased leases affecting the Real Property (including brokerage contracts)Property. The Company is not a lessor, sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased leased Real Property. The use and operation of the Leased Real Property in the conduct of the Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. To Seller’s Knowledge, no material No improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than the Company. There are no Actions pending nor, to Seller’s Knowledgethe Knowledge of the Company, 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 Company does not own any Real Property and has not owned, leased, subleased or operated any real property other than the property it currently leases listed in Section 3.09(c) of the Seller Disclosure Schedule.

Title to Assets; Real Property. (a) The Company a. Seller has good and valid title to, to the Purchased Assets or a valid leasehold interest in, all Real Property and material tangible personal property and other material assets reflected in the Financial Statements or acquired after the Balance Sheet Datetherein, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet DateDate or as disclosed on Schedule 3.7 (a). All such material tangible personal properties and material assets Purchased Assets (including leasehold interests) are free and clear of Encumbrances except as set forth in Section 3.09(a) of the Seller Disclosure Schedule and except for Permitted Encumbrances. (bb. Seller does not own any real property. Schedule 3.7(b) Except for the Leased Real Property described in Section 3.09(c) below, Section 3.09(b) of the Seller Disclosure Schedule sets forth a list of the tangible properties and assets, real, personal and mixed, used or held for use in the conduct of the business of the Company with an individual value or original purchase price of more than $50,000. (c) Section 3.09(c) of the Seller Disclosure Schedule lists lists: (i) the street address of each parcel of Real Property currently location where Seller operates the Business; (ii) if such property is leased or subleased by the Company (“Leased Real Property”); (ii) Seller, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each Leased Real Propertyleased or subleased property; and (iii) the current use of such propertyproperty (collectively the “Leased Real Property”). Section 3.09(c) of the With respect to Leased Real Property, Seller Disclosure Schedule lists all Contracts has delivered or made available to which the Company is a party concerning the occupancyBuyer true, management or operation complete and correct copies of any leases affecting the Leased Real Property (including brokerage contracts)Property. The Company Seller is not a lessor, sublessor or 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. The use and operation of the Leased Real Property in the conduct of the Company’s business do Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. To Seller’s Knowledge, no No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than the CompanySeller. There are no Actions pending nor, to Seller’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) c. The Company does buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not own any Real Property material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and has not ownedother items of tangible personal property currently owned or leased by Seller, leasedtogether with all other properties and assets of Seller, subleased or operated any real property other than are sufficient for the property it currently leases listed in Section 3.09(c) continued conduct of the Business of Seller Disclosure Scheduleafter the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.

Title to Assets; Real Property. (a) The Company a. Seller has good and valid title to, to the Purchased Assets or a valid leasehold interest in, all Real Property and material tangible personal property and other material assets reflected in the Financial Statements or acquired after the Balance Sheet Datetherein, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet DateDate or as disclosed on Schedule 3.7 (a). All such material tangible personal properties and material assets Purchased Assets (including leasehold interests) are free and clear of Encumbrances except as set forth in Section 3.09(a) of the Seller Disclosure Schedule and except for Permitted Encumbrances. (bb. Seller does not own any real property. Schedule 3.7(b) Except for the Leased Real Property described in Section 3.09(c) below, Section 3.09(b) of the Seller Disclosure Schedule sets forth a list of the tangible properties and assets, real, personal and mixed, used or held for use in the conduct of the business of the Company with an individual value or original purchase price of more than $50,000. (c) Section 3.09(c) of the Seller Disclosure Schedule lists (i) the street address of each parcel of Real Property currently location where Seller operates the Business; (ii) if such property is leased or subleased by the Company (“Leased Real Property”); (ii) Seller, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each Leased Real Propertyleased or subleased property; and (iii) the current use of such propertyproperty (collectively the “Leased Real Property”). Section 3.09(c) of the With respect to Leased Real Property, Seller Disclosure Schedule lists all Contracts has delivered or made available to which the Company is a party concerning the occupancyBuyer true, management or operation complete and correct copies of any leases affecting the Leased Real Property (including brokerage contracts)Property. The Company Seller is not a lessor, sublessor or 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. The use and operation of the Leased Real Property in the conduct of the Company’s business do Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. To Seller’s Knowledge, no No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than the CompanySeller. There are no Actions pending nor, to Seller’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) c. The Company does buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of Tangible Personal Property of Seller are structurally sound, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not own any Real Property material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and has not ownedother items of tangible personal property currently owned or leased by Seller, leasedtogether with all other properties and assets of Seller, subleased or operated any real property other than are sufficient for the property it currently leases listed in Section 3.09(c) continued conduct of the Business of Seller Disclosure Scheduleafter the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.

Title to Assets; Real Property. (a) The Company Parent and each of its Subsidiaries has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and material tangible personal property and other material assets reflected in the Financial Statements financial statements contained in the Parent SEC Filings or acquired after the date of the latest balance sheet contained in the Parent SEC Filings (the “Parent Balance Sheet Date”), other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Parent Balance Sheet Date. All such material tangible personal properties and material assets (including leasehold interests) are free and clear of Encumbrances except as set forth in Section 3.09(a) of the Seller Disclosure Schedule and except for Permitted Encumbrancesany Security Interests. (b) Except for the Leased Real Property described in Section 3.09(c) below, Section 3.09(b3.13(b) of the Seller Disclosure Schedule sets forth a list of the tangible properties and assets, real, personal and mixed, used or held for use in the conduct of the business of the Company with an individual value or original purchase price of more than $50,000. (c) Section 3.09(c) of the Seller Parent Disclosure Schedule lists (i) the street address of each parcel of Real Property currently owned by the Parent or any of its Subsidiaries; (ii) if such property is leased or subleased by the Company (“Leased Real Property”); (ii) Parent or such Subsidiary, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each Leased Real Propertyleased or subleased property; and (iii) the current use of such property. Section 3.09(c) Neither the Parent nor any of the Seller Disclosure Schedule lists all Contracts to which the Company its Subsidiaries is a party concerning the occupancy, management or operation of any Leased Real Property (including brokerage contracts). The Company is not a lessor, sublessor or grantor under any sublease or other instrument granting to any other Person person or entity any right to the possession, lease, occupancy or enjoyment of any Leased leased Real Property. The use and operation of the Leased Real Property in the conduct of the CompanyParent’s or its Subsidiary’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. To Seller’s Knowledge, no No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person person or entity other than the CompanyParent and its Subsidiaries. There are no Actions Legal Proceedings pending nor, to Sellerthe Parent’s Knowledge, threatened against or affecting the Leased Real Property owned by the Parent or any of its Subsidiaries or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. (d) The Company does not own any Real Property and has not owned, leased, subleased or operated any real property other than the property it currently leases listed in Section 3.09(c) of the Seller Disclosure Schedule.

Title to Assets; Real Property. (a) The Company Parent has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and material tangible personal property and other material assets reflected in the Financial Statements Parent Audited Balance Sheet or acquired after the date of the Parent Audited Balance Sheet DateSheet, other than properties and assets sold or otherwise disposed of in the ordinary course Ordinary Course of business Business consistent with past practice since the date of the Parent Audited Balance Sheet DateSheet. All such material tangible personal properties and material assets (including leasehold interests) are free and clear of Encumbrances except as set forth in Section 3.09(a) of the Seller Disclosure Schedule and Liens except for Permitted Encumbrances. (b) Except for the Leased Real Property described in Section 3.09(c) below, Section 3.09(b) Liens. Part 3.10 of the Seller Disclosure Schedule sets forth a list of the tangible properties and assets, real, personal and mixed, used or held for use in the conduct of the business of the Company with an individual value or original purchase price of more than $50,000. (c) Section 3.09(c) of the Seller Parent Disclosure Schedule lists (i) the street address of each parcel of Real Property currently Property; (ii) if such property is leased or subleased by the Company (“Leased Real Property”); (ii) Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each Leased Real Propertyleased or subleased property; and (iii) the current use of such property. Section 3.09(c) With respect to owned Real Property, Parent has delivered or made available to the Company true, complete and correct copies of the Seller Disclosure Schedule lists all Contracts to deeds and other instruments (as recorded) by which the Company is a party concerning the occupancy, management or operation of any Leased Real Property (including brokerage contracts). The Company is not a lessor, sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Parent acquired such Real Property. The use and operation of the Leased Real Property in the conduct of the Company’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. To Seller’s Knowledge, no material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than the Company. There are no Actions actions pending nor, to SellerParent’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 Company does not own . There are no actions pending nor, to Parent’s Knowledge, threatened against Parent or its Subsidiaries arising from the prior sale of any Real Property and has not owned, leased, subleased owned by Parent or operated any real property other than the property it currently leases listed in Section 3.09(c) of the Seller Disclosure Scheduleits Subsidiaries.

Title to Assets; Real Property. (a) The Company a. Seller has good and valid title to, to the Purchased Assets or a valid leasehold interest in, all Real Property and material tangible personal property and other material assets reflected in the Financial Statements or acquired after the Balance Sheet Datetherein, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such material tangible personal properties and material assets Purchased Assets (including leasehold interests) are free and clear of Encumbrances except as set forth in Section 3.09(a) of the Seller Disclosure Schedule and except for Permitted Encumbrances. (bb. Seller does not own any real property. Schedule 3.8(b) Except for the Leased Real Property described in Section 3.09(c) below, Section 3.09(b) of the Seller Disclosure Schedule sets forth a list of the tangible properties and assets, real, personal and mixed, used or held for use in the conduct of the business of the Company with an individual value or original purchase price of more than $50,000. (c) Section 3.09(c) of the Seller Disclosure Schedule lists (i) the street address of each parcel of Real Property currently location where Seller operates the Business; (ii) if such property is leased or subleased by the Company (“Leased Real Property”); (ii) Seller, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each Leased Real Propertyleased or subleased property; and (iii) the current use of such propertyproperty (collectively the “Leased Real Property”). Section 3.09(c) of the With respect to Leased Real Property, Seller Disclosure Schedule lists all Contracts has delivered or made available to which the Company is a party concerning the occupancyBuyer true, management or operation complete and correct copies of any leases affecting the Leased Real Property (including brokerage contracts)Property. The Company Seller is not a lessor, sublessor or 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. The use and operation of the Leased Real Property in the conduct of the Company’s business do Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. To Seller’s Knowledge, no No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than the CompanySeller. There are no Actions pending nor, to the best of Seller’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 Company does not own any Real Property and has not owned, leased, subleased or operated any real property other than the property it currently leases listed in Section 3.09(c) of the Seller Disclosure Schedule.

Title to Assets; Real Property. (a) The Company has Parent and/or its Subsidiaries have good and valid (and, in the case of Owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and material tangible personal property and other material assets reflected in the Parent Financial Statements or acquired after the Parent Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Parent Balance Sheet Date. All such material tangible personal properties and material assets (including leasehold interests) are free and clear of Encumbrances except as set forth in Section 3.09(a) of the Seller Disclosure Schedule and except for Permitted Encumbrances. (b) Except for the Leased Real Property described in Section 3.09(c) below, Section 3.09(b4.11(b) of the Seller Parent Disclosure Schedule sets forth a list of the tangible properties and assets, real, personal and mixed, used or held for use in the conduct of the business of the Company with an individual value or original purchase price of more than $50,000. (c) Section 3.09(c) of the Seller Disclosure Schedule Schedules lists (i) the street address of each parcel of Real Property currently leased or subleased by the Company (“Leased Real Property”); (ii) if such property is Leased Real Property of Parent or any of its Subsidiaries the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each Leased Real Property; and (iii) the current use of such property. Section 3.09(c) With respect to Owned Real Property, Parent has delivered or made available to the Company true, complete, and correct copies of the Seller Disclosure Schedule lists deeds and other instruments (as recorded) by which Parent or any of its Subsidiaries acquired such Owned Real Property, and copies of all Contracts title insurance policies, opinions, abstracts and surveys in the possession of Parent or any its Subsidiaries and relating to which the Owned Real Property. With respect to Leased Real Property, Parent has delivered or made available to the Company true, complete and correct copies of any leases affecting the Leased Real Property. Neither Parent, not any of its Subsidiaries, is a party concerning the occupancy, management or operation of any Leased Real Property (including brokerage contracts). The Company is not a lessor, sublessor or 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. The use and operation of the Leased Real Property in the conduct of the CompanyParent’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit Permit or agreement. To Seller’s Knowledge, no No material improvements constituting a part of the Leased Real Property encroach on real property owned or leased by a Person other than the CompanyParent or its Subsidiaries. There are no Legal Actions pending nor, to SellerParent’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 Company does not own any Real Property and has not owned, leased, subleased or operated any real property other than the property it currently leases listed in Section 3.09(c) of the Seller Disclosure Schedule.