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

Title to Assets; Real Property. a. Seller has good and valid title to the Purchased Assets or a valid leasehold interest therein, 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 Purchased Assets (including leasehold interests) are free and clear of Encumbrances. b. Seller does not own any real property. Schedule 3.8(b) lists (i) the street address of each location where Seller operates the Business; (ii) if such property is leased or subleased by 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 or subleased property; and (iii) the current use of such property (collectively the “Leased Real 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 Leased Real Property. Seller is not a 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 Business does 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 Seller. 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.

Title to Assets; Real Property. a. Seller (a) CSOC has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and personal property and other assets reflected in the CSOC Financial Statements or acquired thereafter, other than properties and assets sold or otherwise disposed of in the ordinary course Ordinary Course of business consistent with past practice Business since the Balance Sheet Datedate of the CSOC Financial Statements. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the Permitted Encumbrances. b. Seller does not own any real property. Schedule 3.8(b(b) lists (i) the street address of each location where Seller operates the Business; (ii) if such property is leased or subleased by 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 or subleased property; and (iii) the current use of such property (collectively the “Leased Real Property”). With respect to Leased owned Real Property, Seller CSOC has delivered or made available to Buyer CSOC true, complete and correct copies of the deeds and other instruments (as recorded) by which CSOC acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of CSOC and relating to the Real Property. With respect to leased Real Property, CSOC has delivered or made available to CSOC true, complete and correct copies of any leases Leases affecting the Leased Real Property. Seller CSOC is not a 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 Business does CSOC’s 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 SellerCSOC. There To the Knowledge of CSOC, there are no Actions pending nor, to the best of Seller’s Knowledge, or 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.

Title to Assets; Real Property. a. Seller (a) The Engaged Entities do not own any Real Property. The Company has good and valid title to the Purchased Assets to, or a valid leasehold interest thereinin, as applicable, all Personal Property and Real Property 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 consistent with past practice Ordinary Course since the Balance Sheet Date. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of EncumbrancesLiens other than Permitted Liens. The applicable Engaged Affiliate has good and valid title to, or a valid Leasehold interest in, as applicable, all Personal Property and Real Property and other assets included in the Additional Assets. b. Seller does not own any real property. (b) Schedule 3.8(b2.10(b) lists (i) the street address of each location where Seller operates parcel of Real Property used by the Engaged Entities in the Business; (ii) if such property is leased or subleased by Seller, the landlord and the tenant under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease for each leased or subleased property; and (iii) the current use of such property (collectively the “Leased Real 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 Leased Real Property. Seller is not a 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 Propertyproperty. The use and operation of the Leased Real Property in the conduct of the Business does 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 in any material respect on real property owned or leased by a Person other than Sellerany Person. 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.

Title to Assets; Real Property. a. Seller (a) To Seller’s knowledge, The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and personal property and other assets reflected in the Unaudited Financial Statements or acquired after the Interim 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 Interim Balance Sheet Date. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances. b. Seller does not own any real property. Schedule 3.8(b(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each location where Seller operates the Businessparcel of Real Property; (ii) if such property is leased or subleased by Sellerthe 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 or subleased property; and (iii) the current use of such property (collectively the “Leased Real Property”)property. With respect to Leased owned Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Company and relating to the Real 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 Leased Real Property. Seller The Company is not a 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 Business does Company’s 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 Sellerthe Company. 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.

Title to Assets; Real Property. a. Seller (a) To Buyer’s knowledge, Buyer has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Interim 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 Interim Balance Sheet Date. All Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances. b. Seller does not own any real property. Schedule 3.8(b(b) Section 4.10(b) of the Disclosure Schedules lists (i) the street address of each location where Seller operates the Businessparcel of Real Property; (ii) if such property is leased or subleased by SellerBuyer, 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 or subleased property; and (iii) the current use of such property (collectively the “Leased Real Property”)property. With respect to Leased owned Real Property, Seller Buyer has delivered or made available to the Sellers true, complete and correct copies of the deeds and other instruments (as recorded) by which Buyer acquired such Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Buyer and relating to the Real Property. With respect to leased Real Property, Buyer has delivered or made available to the Sellers true, complete and correct copies of any leases affecting the Leased Real Property. Seller Buyer is not a 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 Business does Buyer’s business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No To the best of Buyer’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 SellerBuyer. There are no Actions pending nor, to the best of SellerBuyer’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.

Title to Assets; Real Property. a. Seller (a) The Company has good and valid title to all personal property and other assets reflected in the Purchased Assets Financial Statements or acquired after the Balance Sheet Date, or a valid leasehold interest therein, 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 Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances. b. Seller (b) The Company does not own any real property. Schedule 3.8(b3.10(b) lists (i) the street address of each location where Seller the Company operates the Business; (ii) if such property is leased or subleased by Sellerthe 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 or subleased property; and (iii) the current use of such property (collectively the “Leased Real Property”). With respect to Leased Real Property, Seller the Company has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Leased Real Property. Seller The Company is not a 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 Business does 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 Sellerthe Company. There are no Actions pending nor, to the best of SellerCompany’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.

Title to Assets; Real Property. a. Seller has good and valid title to the Purchased Assets or a valid leasehold interest therein, 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 Purchased Assets (including leasehold interests) are free and clear of Encumbrances. b. Seller does not own any real property. Schedule 3.8(b3.7(b) lists lists: (i) the street address of each location where Seller operates the Business; (ii) if such property is leased or subleased by 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 or subleased property; and (iii) the current use of such property (collectively the “Leased Real 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 Leased Real Property. Seller is not a 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 Business does 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 Seller. 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. c. The 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 material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by Seller, together with all other properties and assets of Seller, are sufficient for the continued conduct of the Business of Seller after 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. Seller Parent has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and personal property and other assets reflected in the Parent Audited Balance Sheet or acquired after the date of the Parent Audited Balance Sheet, 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 Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances. b. Seller does not own any real propertyLiens except for Permitted Liens. Part 3.10 of the Parent Disclosure Schedule 3.8(b) lists (i) the street address of each location where Seller operates the Businessparcel of Real Property; (ii) if such property is leased or subleased by Sellerthe 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 or subleased property; and (iii) the current use of such property (collectively the “Leased Real Property”)property. With respect to Leased owned Real Property, Seller Parent has delivered or made available to Buyer the Company true, complete and correct copies of any leases affecting the Leased Real Property. Seller is not a sublessor or grantor under any sublease or deeds and other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased instruments (as recorded) by which Parent acquired such Real Property. The use and operation of the Leased Real Property in the conduct of the Business does Company’s 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 Seller. There are no Actions actions pending nor, to the best of 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. 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 owned by Parent or its Subsidiaries.

Title to Assets; Real Property. a. Seller (a) NitroHeat has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to the Purchased Assets to, or a valid leasehold interest thereinin, all property and other assets of NitroHeat, 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 Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrances except for those shown on the Title Commitment and except for the following (collectively referred to as “Permitted Encumbrances.”): b. Seller does not own any real property. Schedule 3.8(b) lists (i) those items set forth in Section 3.08(a) of the street address of each location where Seller operates the Business; Disclosure Schedules; (ii) if such property is leased liens for Taxes not yet due and payable or subleased being contested in good faith by Seller, appropriate procedures and for which there are adequate accruals or reserves on 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 or subleased property; and Balance Sheet; (iii) mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the current use ordinary course of such property business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the NitroHeat Business; (collectively iv) liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the “Leased Real Property”). ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the NitroHeat Business. (b) With respect to Leased leased Real Property, Section 3.08(b) of the Disclosure Schedules sets forth all leases of Real Property, and Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Leased Real Property. Seller NitroHeat is not a 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 Business does NitroHeat’s 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 Seller. 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.

Title to Assets; Real Property. a. Seller (a) The 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 the Purchased Assets to, or a valid leasehold interest thereinin, all Real Property and personal property and other assets reflected in the 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 Purchased Assets such properties and assets (including leasehold interests) are free and clear of Encumbrancesany Security Interests. b. Seller does not own any real property. (b) Section 3.13(b) of the Parent Disclosure Schedule 3.8(b) lists (i) the street address of each location where Seller operates parcel of Real Property owned by the BusinessParent or any of its Subsidiaries; (ii) if such property is leased or subleased by Sellerthe 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 or subleased property; and (iii) the current use of such property (collectively property. Neither the “Leased Real Property”). With respect to Leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies Parent nor any of any leases affecting the Leased Real Property. Seller its Subsidiaries is not a 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 Business does Parent’s or its Subsidiary’s 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 person or entity other than Sellerthe Parent and its Subsidiaries. There are no Actions Legal Proceedings pending nor, to the best of SellerParent’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.

Title to Assets; Real Property. a. (a) Except as set forth on Schedule 4.09(a), Seller has good good, valid and valid marketable title to the Purchased Assets to, or a valid and enforceable leasehold interest thereinin (or other valid and enforceable right to use), other than properties and assets sold or otherwise disposed all of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All Purchased Assets (including leasehold interests) are Acquired Assets, free and clear of Encumbrances. b. Seller does all Liens, except for Permitted Liens. The Acquired Assets are in good operating condition and repair, subject to continued repair and replacement in accordance with past practice, and are suitable for their intended use. There has not own been any real propertysignificant interruption of the operations of the Business due to inadequate maintenance of the Acquired Assets. Schedule 3.8(b) lists (i) The Acquired Assets are sufficient for Buyer to carry on the street address of each location where Seller operates the Business; (ii) if such property is leased or subleased Business in all material respects as presently carried on by Seller, consistent with the landlord under past practice of Seller with respect to the lease, the rental amount currently being paid, and the expiration Business. (b) Schedule 4.09(b) sets forth all of the term of such lease real property leased, subleased, licensed, used or sublease for each leased or subleased property; and otherwise occupied by the Business (iii) the current use of such property (collectively the “Leased Real Property”). With respect Seller has good and valid leasehold title to each Leased Real PropertyProperty subject only to Permitted Liens. The Leased Real Property leases are valid and in full force and effect, subject only to the application of any Bankruptcy and Equity Exceptions. Seller has delivered or made available to Buyer true, complete and correct accurate copies of each of the leases for the Leased Real Property together with any leases affecting amendments, renewals, modifications or guaranties thereto (each, a “Real Property Lease” and, collectively, the “Real Property Leases”). Each Real Property Lease constitutes the entire agreement between Seller and each landlord, sublandlord or licensor with respect to the Leased Real Property. Neither Seller is nor, to the Knowledge of Seller, any other party to a Real Property Lease, has violated any provision of, or taken or failed to take any action which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Real Property Lease. Seller has not a sublessor received notice that it has breached, violated or grantor defaulted under any sublease Real Property Lease. There are no leases, subleases, licenses or other instrument occupancy agreements, written or oral, granting to any party or parties (other Person any than Seller) the right to the possession, lease, of use or occupancy or enjoyment of any Leased Real PropertyProperty or any portion thereof and there are no parties (other than Seller) in possession of the Leased Real Property or any portion thereof. There are no pending, or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings, lawsuits, or administrative actions relating to the Leased Real Property or any portion thereof, or to the Knowledge of Seller, any sale or other disposition in lieu of condemnation. The use Leased Real Property and all land, buildings, structures and other improvements related thereto comprise all of the real property used or occupied by the Business. The buildings, structures, fixtures and other improvements on the Leased Real Property are, taken as a whole and in all material respects, in good condition and repair, ordinary wear and tear excepted, and are adequate and suitable for the purposes for which they are currently being used. The operation of the Leased Real Property in the conduct manner in which it is now operated complies in all material respects with all zoning, building, use, safety and other similar statutes, ordinances and regulations of the Business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No material improvements constituting a part of the Governmental Authority which has jurisdiction over such Leased Real Property encroach on real property owned or leased by a Person other than Seller. 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 proceedingsProperty.

Title to Assets; Real Property. a. Seller has good and valid title to the Purchased Assets or (a) The Companies do not own Real Property. The Companies have a valid leasehold interest thereinin all Real Property and own or have a valid leasehold interest in all personal property associated with the Business 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 consistent with past practice since the Balance Sheet Date. All Purchased Assets Except as set forth in Section 3.10(a) of the Disclosure Schedules, all such properties and assets (including leasehold interests) are free and clear of Encumbrances. b. Seller does not own any real property. Schedule 3.8(b(b) Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each location where Seller operates the Businessparcel of Real Property; (ii) if such property is leased or subleased by Sellerthe 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 or subleased property; and (iii) the current use of such property (collectively the “Leased Real Property”)property. With respect to Leased leased Real Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Leased Real Property. Seller Except as set forth in Section 3.10(b) of the Disclosure Schedules, no Company is not a 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 Business does Companies’ business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No 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 Sellerthe Companies. 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.