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

Title to Assets; Real Property. (a) Section 4.7(a) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date hereof, of all real property owned by the Acquired Companies, which schedule sets forth the fee owner, physical address of such Owned Real Property and, if applicable, any portion thereof that is subject to a third party occupancy agreement. The Acquired Companies have good and marketable fee simple title to all Owned Real Property, free and clear of all Liens, other than Permitted Encumbrances, (ii) there are no outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any party to purchase such Owned Real Property or any material portion thereof or material interest therein, (iii) the Acquired Companies have not received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to any portion of such Owned Real Property and (iv) the Acquired Companies have delivered or made available to the Parent complete and accurate copies of all deeds, mortgages, surveys, licenses, title insurance policies, or equivalent documentation with respect to the Owned Real Property and other documents relating to or affecting title to the Owned Real Property, none of which have been amended or rescinded. (b) Section 4.7(b) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date hereof, of all material leases, subleases, licenses or other occupancy agreements for real property to which the Acquired Companies are a party that are currently in effect, including all amendments, supplements, modifications, renewals, guaranties, extensions or other agreements with respect thereto, which are true, correct and complete in all material respects and in each case constitute the entire agreement among the parties thereto (the “Leases” or individually, a “Lease”), together with the address of the related property. The Acquired Companies have delivered or made available to Parent complete and accurate copies of each Lease. The Leases are in full force and effect subject to proper authorization and execution of such lease by the other party and (ii) the Acquired Companies hold good and subsisting leasehold interests in the Leased Real Property, free and clear of all subtenancies and other occupancy rights and Liens, other than Permitted Encumbrances. To the Knowledge of the Acquired Companies, no default or breach by the Acquired Companies, nor any event with respect to the Acquired Companies that with notice or the passage of time would result in a default or breach, has occurred under any Real Property Lease and, to the Knowledge of the Acquired Companies, no default or breach, nor any event that with notice or the passage of time would result in a default or breach, by any other contracting parties has occurred thereunder. The Acquired Companies have not received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation, nor to the Knowledge of the Acquired Companies, is any such proceeding, action or agreement pending or threatened in writing, with respect to any portion of any Leased Real Property. Other than as set forth in Section 4.7(b) of the Company Disclosure Schedule (i) no consent by the landlord under any Real Property Lease is required in connection with the consummation of the transactions contemplated hereby and (ii) the Acquired Companies have not vacated or abandoned any of the Leased Real Properties or given notice of its intent to do the same.

Title to Assets; Real Property. (a) Section 4.7(aThe Company or one of its Subsidiaries owns, and has good title to, or in the case of assets purported to be leased by the Company or its Subsidiaries, leases and has valid leasehold interest in, each of the tangible assets reflected as owned or leased by the Company or its Subsidiaries on the Most Recent Balance Sheet (except for tangible assets sold or disposed of since that date and except for tangible assets being leased to the Company or one of its Subsidiaries) free of any liens or encumbrances (other than Permitted Encumbrances). Neither the Company nor any Subsidiary owns any real property or interest in real property nor has the Company or any Subsidiary ever owned any real property or interest in real property. (b) Part 3.7(b) of the Company Disclosure Schedule sets forth contains a complete and accurate list of all of the existing leases, subleases, licenses, or other agreements (collectively, the “Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Leased Premises”). The Company has heretofore made available to Parent true, correct and complete listcopies of all Real Property Leases (including all modifications, amendments, supplements, consents, waivers and side letters thereto and all agreements in connection therewith, including all work letters, improvement agreements, estoppel certificates, subordination agreements, and guarantees). The Closing will not affect the enforceability against any Person of any Real Property Lease or any rights of the Company or any of its Subsidiaries thereunder or otherwise with respect to any Leased Premises, including, the right to the continued use and possession of the Leased Premises for the conduct of business as presently conducted. (c) The Real Property Leases are each in full force and effect and the Company or any of its Subsidiaries are not in breach of or default under, nor have they received written notice of any breach of or default under any Real Property Lease, and, to the knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute a breach or default thereunder by the Company or any other party thereto. Neither the Company nor any of its Subsidiaries have transferred or assigned any interest in any Real Property Lease, nor have they subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other person or entity. The Company or a Subsidiary currently occupies all of the Leased Premises for the operation of its business and there is no other person or entity with a right to occupy the Leased Premises. (d) The Leased Premises and the personal property owned or leased by the Company or any of its Subsidiaries are in good operating condition and repair and free from any material defects, reasonable wear and tear excepted, and are suitable for the uses for which they are being used in all material respects. The operations of the Company and each of its Subsidiaries do not, nor to the Company’s knowledge, do any Leased Premises violate in any material respect any applicable building code, zoning requirement or other law relating to such property or operations thereon. To the knowledge of the Company, (i) there are no laws, statutes, rules, regulations or orders now in existence or under active consideration by any Governmental Authority which are reasonably likely to require the tenant of any Leased Premises to make any expenditure in excess of $25,000 to modify or improve such Leased Premises to bring it into compliance therewith, and (ii) the Company or any of its Subsidiaries shall not be required to expend more than $25,000 in the aggregate under all Real Property Leases to restore the Leased Premises at the end of the term of the applicable Real Property Lease to the condition required under the Real Property Lease (assuming the conditions existing in such Leased Premises as of the date hereof). Neither the Company, nor any of all real property owned by the Acquired Companiesits Subsidiaries, which schedule sets forth the fee owner, physical address of such Owned Real Property and, if applicable, owe any portion thereof that is subject to a third party occupancy agreement. The Acquired Companies have good and marketable fee simple title to all Owned Real Property, free and clear of all Liens, other than Permitted Encumbrances, (ii) there are no outstanding options, rights of first offer brokerage commissions or first negotiation or rights of first refusal in favor of any party to purchase such Owned Real Property or any material portion thereof or material interest therein, (iii) the Acquired Companies have not received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation finders fees with respect to any portion Leased Premises, nor would the Company or any of its Subsidiaries owe any such Owned fees if any existing Real Property Lease were renewed pursuant to any renewal options contained in such Real Property Lease. The Company and (iv) each of its Subsidiaries have performed all of their obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and which were used in the Acquired Companies operation of the business, and have delivered or made available to the Parent complete and accurate copies of all deeds, mortgages, surveys, licenses, title insurance policies, or equivalent documentation no continuing liability with respect to the Owned Real Property and other documents relating to or affecting title to the Owned Real Property, none of which have been amended or rescinded. (b) Section 4.7(b) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date hereof, of all material leases, subleases, licenses or other occupancy agreements for such terminated real property to which the Acquired Companies are a party that are currently in effect, including all amendments, supplements, modifications, renewals, guaranties, extensions or other agreements with respect thereto, which are true, correct and complete in all material respects and in each case constitute the entire agreement among the parties thereto (the “Leases” or individually, a “Lease”), together with the address of the related property. The Acquired Companies have delivered or made available to Parent complete and accurate copies of each Lease. The Leases are in full force and effect subject to proper authorization and execution of such lease by the other party and (ii) the Acquired Companies hold good and subsisting leasehold interests in the Leased Real Property, free and clear of all subtenancies and other occupancy rights and Liens, other than Permitted Encumbrances. To the Knowledge of the Acquired Companies, no default or breach by the Acquired Companies, nor any event with respect to the Acquired Companies that with notice or the passage of time would result in a default or breach, has occurred under any Real Property Lease and, to the Knowledge of the Acquired Companies, no default or breach, nor any event that with notice or the passage of time would result in a default or breach, by any other contracting parties has occurred thereunder. The Acquired Companies have not received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation, nor to the Knowledge of the Acquired Companies, is any such proceeding, action or agreement pending or threatened in writing, with respect to any portion of any Leased Real Property. Other than as set forth in Section 4.7(b) of the Company Disclosure Schedule (i) no consent by the landlord under any Real Property Lease is required in connection with the consummation of the transactions contemplated hereby and (ii) the Acquired Companies have not vacated or abandoned any of the Leased Real Properties or given notice of its intent to do the sameleases.

Title to Assets; Real Property. (a) The Company and its Subsidiaries each has good and valid (and, in the case of Owned Real Property, good and marketable) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected on the Balance Sheet or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the Ordinary Course of Business since the Balance Sheet Date. All such properties and assets are free and clear of all Liens except for Permitted Liens, Liens imposed by or on Purchaser, and Liens securing Closing Date Indebtedness to be Repaid. (b) Section 4.7(a4.11(b) of the Company Disclosure Schedule sets forth a true, correct and complete list, as list of the date hereof, each parcel of all real property owned by the Acquired CompaniesCompany or any of its Subsidiaries, which schedule sets forth including the fee owner, physical street address of such therefor (the “Owned Real Property and, if applicable, Property”). Neither the Company nor any portion thereof that is subject to a third party occupancy agreementof its Subsidiaries owns in fee any real property other than the Owned Real Property. The Acquired Companies have good Company has made available to Purchaser true, complete and marketable fee simple title to all correct copies of the deeds and other instruments (as recorded) by which the Company or its Subsidiary acquired such Owned Real Property, free and clear of all Liens, other than Permitted Encumbrances, (ii) there are no outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any party to purchase such Owned Real Property or any material portion thereof or material interest therein, (iii) the Acquired Companies have not received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to any portion of such Owned Real Property and (iv) the Acquired Companies have delivered or made available to the Parent complete and accurate copies of all deeds, mortgages, surveys, licenses, title insurance policies, or equivalent documentation with respect to opinions, abstracts and surveys in the Owned Real Property possession of the Company and other documents its Subsidiaries and relating to or affecting title to the Owned Real Property, none of which have been amended or rescinded. (bc) Section 4.7(b4.11(c) of the Company Disclosure Schedule sets forth forth, as of the Execution Date, a list of all leases, subleases and occupancy agreements of real property, including the street address therefor (the “Leased Real Property”), pursuant to which the Company or any Subsidiary of the Company is the lessee, sublessee, sublessor, lessor or other party to such agreement (individually, a “Real Property Lease”). The Company has made available to Purchaser true, correct and complete list, as of the date hereof, copies of all material leases, subleases, licenses or other occupancy agreements for real property to which the Acquired Companies are a party that are currently in effectwritten Real Property Leases, including all modifications, amendments, supplementsrestatements and supplements thereto, modifications, renewals, guaranties, extensions or other agreements with respect thereto, which are true, correct and complete in all material respects and in each case constitute to the entire agreement among the parties thereto Leased Real Property. (the “Leases” or individually, a “Lease”), together with the address d) Except as disclosed on Section 4.11(d) of the related property. The Acquired Companies have delivered Company Disclosure Schedule, with respect to each Leased Real Property: (i) Each Real Property Lease is a legal, valid and binding obligation of the Company or made available to Parent complete and accurate copies one of each Lease. The Leases are its Subsidiaries, as applicable, is in full force and effect subject effect, and has not been amended (other than with respect to proper authorization and execution of such lease by the other party and any amendments made available to Purchaser); (ii) (A) Neither the Acquired Companies hold good Company nor any of its Subsidiaries is in material default under any Real Property Lease, (B) within the past three (3) years, neither the Company nor any of its Subsidiaries has received any uncured notice of default under or termination of any Real Property Leases, and subsisting leasehold interests in (C) neither the Company nor any of its Subsidiaries has any Knowledge of any current default by any third party under any Real Property Lease; and (iii) The occupation, possession and use of the Leased Real Property by the Company and/or its Subsidiaries have not been disturbed and no claim has been asserted or threatened adverse to the rights of the Company and/or its Subsidiaries to the continued occupation, possession and use of the Leased Real Property, free and clear of all subtenancies and other occupancy rights and Liens, other than Permitted Encumbrances. To the Knowledge . (e) Except as set forth on Section 4.11(e) of the Acquired CompaniesCompany Disclosure Schedule, no default or breach by neither the Acquired Companies, Company nor any event with respect to of its Subsidiaries has received any notice of any violation of any material Law or use or occupancy restriction affecting the Acquired Companies that with notice Real Property or the passage Company’s or any of time would result in a default or breach, has occurred under any its Subsidiaries’ use thereof. The present use of the Real Property Lease and, to is in material compliance with all applicable Law and Permitted Liens. (f) Neither the Knowledge of the Acquired Companies, no default or breach, Company nor any event that with notice or the passage of time would result in a default or breach, by its Subsidiaries has received any other contracting parties has occurred thereunder. The Acquired Companies have not received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation, nor to the Knowledge of the Acquired Companies, is any such proceeding, action or agreement pending or threatened in writing, with respect to any portion of the Real Property, and to the Knowledge of the Company, there is no proposal under consideration by any public or governmental authority or entity to commence any such proceeding to use any of the Real Property. (g) Except pursuant to a Real Property Lease, no Person is in possession of any of the Real Property except the Company or any of its Subsidiaries and subject to the rights of the fee owner of any Leased Real Property. Other than as set forth Neither the Company nor any of its Subsidiaries has granted any right or option to any Person to acquire any interest in Section 4.7(bany of the Real Property. (h) To the Knowledge of the Company, all Facilities, including the roofs and structural elements thereof, and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein are in good operating condition and repair in all material respects, subject to normal wear and maintenance given their relative ages, and neither the Company nor any of its Subsidiaries has delayed or deferred any maintenance, repair, replacement or capital expenditures in contemplation of the Transaction. There are no material capital expenditures known to the Company or any Subsidiary of the Company Disclosure Schedule (i) no consent to be required to be made by the landlord under Company or any Real Property Lease is required such Subsidiary in connection with the consummation Real Property in order to materially comply with all applicable Laws. (i) The buildings, structures, other improvements on the Real Property, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company and its Subsidiaries, together with all other properties and assets of the transactions contemplated hereby Company and (ii) its Subsidiaries, are sufficient for the Acquired Companies have not vacated or abandoned any continued conduct of the Leased Real Properties or given notice business of the Company and its intent Subsidiaries after the Closing in substantially the same manner as conducted prior to do the sameClosing and constitute all of the rights, property and assets necessary to conduct the business of the Company and its Subsidiaries as currently conducted.

Title to Assets; Real Property. (a) One or more of Target and its Subsidiaries has good title to, or a valid leasehold interest in, the properties and assets used by them, located on their premises or reflected on the Most Recent Balance Sheet or acquired after the date thereof, free and clear of any Liens, other than Permitted Liens, except for property and assets disposed of in the Ordinary Course of Business since the Most Recent Fiscal Quarter End. One or more of Target and its Subsidiaries own or lease all buildings, machinery, equipment and other tangible assets necessary for the conduct of their business as presently conducted. (b) Section 4.7(a3.10(b) of the Company Disclosure Schedule sets forth contains a complete and accurate list of all of the existing leases, subleases, licenses or other agreements (collectively, the “Real Property Leases”) under which Target or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Leased Real Property”). Target has delivered or otherwise made available to Parent true, correct and complete listcopies of all Real Property Leases (including all modifications and side agreements in connection therewith). Except as set forth in the Real Property Leases, as neither Target nor any of its Subsidiaries have transferred or assigned any interest in any Real Property Lease, nor have they subleased or otherwise granted rights of use or occupancy of any of the date hereof, premises described therein to any other Person. Section 3.10(b) of the Disclosure Schedule contains a complete and accurate list of all of the real property owned in fee by Target or its Subsidiaries (the Acquired Companies, which schedule sets forth the fee owner, physical address of such Owned Real Property and, if applicable, any portion thereof that is subject to a third party occupancy agreement. The Acquired Companies have good and marketable fee simple title to all “Owned Real Property, free and clear ”). Neither Target nor any of all Liens, its Subsidiaries have subleased or otherwise granted rights of use or occupancy to any other than Permitted Encumbrances, (ii) there Person of any Owned Real Property. There are no outstanding agreements, options, rights of first offer or first negotiation or rights of first refusal in favor on the part of any party Person to purchase such any Owned Real Property or any material portion thereof or material interest thereinProperty. The Leased Real Property, (iii) the Acquired Companies have not received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to any portion of such Owned Real Property and (iv) the Acquired Companies have delivered or made available to the Parent complete and accurate copies of all deeds, mortgages, surveys, licenses, title insurance policies, or equivalent documentation with respect to the Owned Real Property and other documents relating to the personal property owned or affecting title to leased by Target or any of its Subsidiaries are in good operating condition and repair and free from any material defects, reasonable wear and tear excepted, and are suitable for the Owned Real Property, none of uses for which have been amended or rescinded. (b) Section 4.7(b) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date hereof, of all material leases, subleases, licenses or other occupancy agreements for real property to which the Acquired Companies they are a party that are currently in effect, including all amendments, supplements, modifications, renewals, guaranties, extensions or other agreements with respect thereto, which are true, correct and complete being used in all material respects and in each case constitute the entire agreement among the parties thereto (the “Leases” or individually, a “Lease”), together with the address of the related property. The Acquired Companies have delivered or made available to Parent complete and accurate copies of each Lease. The Leases are in full force and effect subject to proper authorization and execution of such lease by the other party and (ii) the Acquired Companies hold good and subsisting leasehold interests in the Leased Real Property, free and clear of all subtenancies and other occupancy rights and Liens, other than Permitted Encumbrances. To the Knowledge of the Acquired Companies, no default or breach by the Acquired Companies, nor any event with respect to the Acquired Companies that with notice or the passage of time would result in a default or breach, has occurred under any Real Property Lease and, to the Knowledge of the Acquired Companies, no default or breach, nor any event that with notice or the passage of time would result in a default or breach, by any other contracting parties has occurred thereunder. The Acquired Companies have not received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation, nor to the Knowledge of the Acquired Companies, is any such proceeding, action or agreement pending or threatened in writing, with respect to any portion of any Leased Real Property. Other than as set forth in Section 4.7(b) of the Company Disclosure Schedule (i) no consent by the landlord under any Real Property Lease is required in connection with the consummation of the transactions contemplated hereby and (ii) the Acquired Companies have not vacated or abandoned any of the Leased Real Properties or given notice of its intent to do the samerespects.