Common use of Title to Properties and Assets; Liens Clause in Contracts

Title to Properties and Assets; Liens. (a) The Company has good title in and to its tangible personal property and assets (excluding real property) free and clear of all mortgages, liens, loans and encumbrances, except for Permitted Liens. With respect to the tangible personal property and assets it leases, the Company is in compliance with such leases in all material respects and holds a valid leasehold interest free of any liens, claims or encumbrances. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company are in good operating condition and repair (subject to ordinary wear and tear) and are reasonably fit and usable for the purposes for which they are being used. (b) Except for Permitted Liens, the Company has good title or a valid leasehold interest in and to each parcel of real property that it owns or leases, as applicable, free of any liens, claims or encumbrances. The Company has not received any written notice of any material condemnation, rezoning or taking actions pending, or, to the Company’s knowledge, threatened, with respect to any parcel of real property owned by the Company. (c) As used herein, the term “Permitted Liens” means (i) statutory liens for taxes imposed in the ordinary course of business, which are not yet delinquent or are being contested in good faith by appropriate proceedings, (ii) statutory or common law liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iii) deposits or pledges made in connection with, or to secure payment of, workers compensation, unemployment insurance, old age pension or other social security programs, (iv) statutory or common law liens or encumbrances in favor of carriers, warehousemen, mechanics and materialmen to secure claims for labor, materials or supplies and other like liens or encumbrances, in each case arising in the ordinary course of business for sums which are not yet delinquent or are being contested in good faith by appropriate proceedings, (v) liens or encumbrances imposed on the underlying fee interest in real property leased, subleased or licensed by the Company, solely to the extent a violation of or default under any such lien or encumbrance would not impact the Company’s lease, sublease or license of such real property, (vi) any zoning, land use or other similar governmental restrictions reserving the right of a governmental authority to control or regulate any Company owned or leased real property, (vi) restrictions on transfer of securities imposed by applicable state and federal securities laws, (vii) liens and encumbrances set forth in Section 3.9 of the Schedule of Exceptions and (viii) such encumbrances and liens as do not materially impair the Company’s ownership or use of such property or assets.

Title to Properties and Assets; Liens. (a) The Except as set forth in Section 3.7(a) of the Company Disclosure Letter, each of the EMEA Companies has good and marketable title to its properties, assets and rights, including the Owned Intellectual Property, and has good title to all its leasehold interests, in and to its tangible personal property and assets (excluding real property) each case free and clear of all mortgagesany Lien, liens, loans and encumbrances, except for Permitted Liens. With respect to the tangible personal property and assets it leases, the Company is in compliance with such leases in all material respects and holds a valid leasehold interest free of any liens, claims or encumbrances. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company are in good operating condition and repair than (subject to ordinary wear and teara) and are reasonably fit and usable for the purposes for which they are being used. (b) Except for Permitted Liens, the Company has good title or a valid leasehold interest in and to each parcel of real property that it owns or leases, as applicable, free of any liens, claims or encumbrances. The Company has not received any written notice of any material condemnation, rezoning or taking actions pending, or, to the Company’s knowledge, threatened, with respect to any parcel of real property owned by the Company. (c) As used herein, the term “Permitted Liens” means (i) statutory liens Liens for taxes imposed in the ordinary course of business, which are not yet delinquent due and payable or that are being contested in good faith by appropriate proceedings, (iib) statutory or common law liens or encumbrances to secure landlords, lessors or renters under leases or rental agreementsLiens imposed by Law and incurred in the Ordinary Course for obligations not past due, (iiic) Liens in respect of pledges or deposits under workers’ compensation Laws or pledges made similar legislation, and (d) Liens and defects in connection withtitle which do not in any case materially detract from the value of the property subject thereto or which have not had and would not reasonably be expected to have, individually or to secure payment of, workers compensation, unemployment insurance, old age pension or other social security programs, (iv) statutory or common law liens or encumbrances in favor of carriers, warehousemen, mechanics and materialmen to secure claims for labor, materials or supplies and other like liens or encumbrances, in each case arising in the ordinary course aggregate, a Company Material Adverse Effect, and which have not arisen otherwise than in the Ordinary Course. With respect to the properties, assets and rights it leases, each of business for sums which are not yet delinquent or are being contested the EMEA Companies is in good faith by appropriate proceedingscompliance with such leases in all material respects and, to the Company’s knowledge, holds a valid leasehold interest free of any Liens, subject to clauses (va)-(d) liens or encumbrances imposed on above. (b) Except as set forth in Section 3.7(b) of the underlying fee interest in real property leasedCompany Disclosure Letter, subleased the properties, assets and rights owned, leased or licensed by the CompanyEMEA Companies (including any Intellectual Property) constitute all the properties, solely assets and rights used in connection with the businesses of the EMEA Companies, except for such properties, assets and rights that the loss of which would not reasonably be expected to be, individually or in the aggregate, material to the extent EMEA Companies, taken as a violation of or default whole. Such properties, assets and rights, together with the services listed on the “Services Schedule” under any such lien or encumbrance would not impact the Company’s leaseServices Agreement, sublease or license of such real propertyconstitute all the properties, (vi) any zoning, land use or other similar governmental restrictions reserving assets and rights necessary for the right of a governmental authority EMEA Companies to control or regulate any Company owned or leased real property, (vi) restrictions on transfer of securities imposed by applicable state and federal securities laws, (vii) liens and encumbrances set forth in Section 3.9 of continue to conduct their respective businesses following the Schedule of Exceptions and (viii) such encumbrances and liens Closing as do not materially impair the Company’s ownership or use of such property or assetsthey are currently being conducted.

Title to Properties and Assets; Liens. (a) Neither the Company nor any of its subsidiaries owns any real property, nor has the Company or any of its subsidiaries ever owned any real property, other than leasehold interests entered into in the ordinary course of business. The Company and each of its subsidiaries has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than (i) liens for current Taxes not yet due and to its tangible personal property payable, or being contested in good faith by appropriate proceedings and assets for which reserves have been established in accordance with the Accounting Principles, (excluding real propertyii) free liens imposed by law and clear incurred in the ordinary course of all mortgagesbusiness for obligations not past due, (iii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation, and (iv) liens, loans encumbrances and encumbrances, except for Permitted Liensdefects in title which do not in any case materially detract from the value of the property subject thereto and which have not arisen otherwise than in the ordinary course of business. With respect to the tangible personal property and assets it leases, the Company and each of its subsidiaries is in compliance with such leases in all material respects and and, to the Knowledge of the Company, holds a valid leasehold interest free of any liens, claims or encumbrances, subject to clauses (i)-(iv) above. All facilitiesTo the Knowledge of the Company, machinerythere is not, equipmentunder any of such leases, fixturesany existing default (or event that with notice or lapse of time, vehicles and other properties ownedor both, leased or used by would constitute a default) which would be material to the operation of the business of the Company are in good operating condition and repair (subject to ordinary wear its subsidiaries, taken as a whole, and tear) and are reasonably fit and usable for the purposes for which they are being used. (b) Except for Permitted Liens, no rent is past due. Neither the Company nor any of its subsidiaries has good title or a valid leasehold interest in and to each parcel of real property that it owns or leases, as applicable, free of any liens, claims or encumbrances. The Company has not received any written notice of a default, alleged failure to perform, or any material condemnation, rezoning offset or taking actions pending, or, to the Company’s knowledge, threatened, counterclaim with respect to any parcel such lease that has not been fully remedied and withdrawn. All material items of real property equipment owned or leased by the Company. (c) As used herein, the term “Permitted Liens” means Company or any of its subsidiaries are (i) statutory liens sufficient for taxes imposed in the ordinary course conduct of business, which are not yet delinquent or are being contested in good faith by appropriate proceedings, the business of the Company and its subsidiaries as currently conducted and (ii) statutory or common law liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iii) deposits or pledges made in connection with, or to secure payment of, workers compensation, unemployment insurance, old age pension or other social security programs, (iv) statutory or common law liens or encumbrances in favor of carriers, warehousemen, mechanics and materialmen to secure claims for labor, materials or supplies and other like liens or encumbrances, in each case arising in the ordinary course of business for sums which are not yet delinquent or are being contested in good faith by appropriate proceedings, (v) liens or encumbrances imposed on the underlying fee interest in real property leased, subleased or licensed by the Company, solely to the extent a violation of or default under any such lien or encumbrance would not impact the Company’s lease, sublease or license of such real property, (vi) any zoning, land use or other similar governmental restrictions reserving the right of a governmental authority to control or regulate any Company owned or leased real property, (vi) restrictions on transfer of securities imposed by applicable state and federal securities laws, (vii) liens and encumbrances set forth in Section 3.9 of the Schedule of Exceptions and (viii) such encumbrances and liens as do not materially impair the Company’s ownership or use of such property or assetsworking condition.

Title to Properties and Assets; Liens. (a) The Except as set forth in Section 3.7 of the Company Disclosure Letter, each of the AEye Companies has good and marketable title to its properties, assets and rights, including the Company Intellectual Property, and has good title to all its leasehold interests, in and to its tangible personal property and assets (excluding real property) each case free and clear of all mortgagesany Lien, liens, loans and encumbrances, except for Permitted Liens. With respect to the tangible personal property and assets it leases, the Company is in compliance with such leases in all material respects and holds a valid leasehold interest free of any liens, claims or encumbrances. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company are in good operating condition and repair than (subject to ordinary wear and teara) and are reasonably fit and usable for the purposes for which they are being used. (b) Except for Permitted Liens, the Company has good title or a valid leasehold interest in and to each parcel of real property that it owns or leases, as applicable, free of any liens, claims or encumbrances. The Company has not received any written notice of any material condemnation, rezoning or taking actions pending, or, to the Company’s knowledge, threatened, with respect to any parcel of real property owned by the Company. (c) As used herein, the term “Permitted Liens” means (i) statutory liens Liens for taxes imposed in the ordinary course of business, which are not yet delinquent due and payable or that are being contested in good faith by appropriate proceedings, (iib) statutory or common law liens or encumbrances to secure landlords, lessors or renters under leases or rental agreementsLiens imposed by Law and incurred in the Ordinary Course for obligations not past due, (iiic) Liens in respect of pledges or deposits under workers’ compensation Laws or pledges made similar legislation, and (d) Liens and defects in connection withtitle which do not in any case materially detract from the value of the property subject thereto or which have not had and would not reasonably be expected to have, individually or to secure payment of, workers compensation, unemployment insurance, old age pension or other social security programs, (iv) statutory or common law liens or encumbrances in favor of carriers, warehousemen, mechanics and materialmen to secure claims for labor, materials or supplies and other like liens or encumbrances, in each case arising in the ordinary course aggregate, a Company Material Adverse Effect, and which have not arisen otherwise than in the Ordinary Course. With respect to the properties, assets and rights it leases, each of business for sums which are not yet delinquent or are being contested the AEye Companies is in good faith by appropriate proceedingscompliance with such leases in all material respects and, to the Company’s knowledge, holds a valid leasehold interest free of any Liens, subject to clauses (va)-(d) liens or encumbrances imposed on the underlying fee interest in real property leasedabove. The properties, subleased assets and rights owned, leased or licensed by the CompanyAEye Companies (including any Intellectual Property) constitute all the properties, solely to assets and rights used in connection with the extent a violation businesses of or default under any the AEye Companies, except for such lien or encumbrance properties, assets and rights the loss of use of which would not impact reasonably be expected to have, individually or in the Company’s leaseaggregate, sublease a Company Material Adverse Effect. Such properties, assets and rights constitute all the properties, assets and rights necessary for the AEye Companies to continue to conduct their respective businesses following the Closing as they are currently being conducted, except as would not have or license of such real property, (vi) any zoning, land use or other similar governmental restrictions reserving the right of reasonably be expected to have a governmental authority to control or regulate any Company owned or leased real property, (vi) restrictions on transfer of securities imposed by applicable state and federal securities laws, (vii) liens and encumbrances set forth in Section 3.9 of the Schedule of Exceptions and (viii) such encumbrances and liens as do not materially impair the Company’s ownership or use of such property or assetsMaterial Adverse Effect.

Title to Properties and Assets; Liens. (a) The Company has good and marketable title in and to all of its tangible personal property properties and assets (excluding real property) including Company Intellectual Property), and has a valid leasehold interest in each of its leased properties, free and clear of all mortgagesany liens or encumbrances, other than (i) as set forth in the Financial Statements or on Schedule 3.10 of the Schedule of Exceptions, (ii) liens for current taxes not yet due and payable, (iii) liens imposed by law and incurred in the ordinary course of business for obligations not past due, (iv) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation, (v) statutory landlord’s, mechanic’s, carrier’s, workmen’s, repairmen’s or other similar liens arising or incurred in the ordinary course of business, the existence of which does not, and would not reasonably be expected to, materially impair the marketability, value or use and enjoyment of the asset subject to such lien, (vi) conditions, easements and reservations of rights, including rights of way, for sewers, electric lines, telegraph and telephone lines and other similar purposes, and affecting the fee title to any real property owned or leased by the Company and the existence of which does not, and would not reasonably be expected to, materially impair the marketability, value or use and enjoyment of such real property, (vii) with respect to leased real property, liens (including indebtedness) encumbering the fee interest title in such leased real property, and (viii) possible minor liens, loans encumbrances and encumbrancesdefects in title that do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Company, except for Permitted Liensand that have not arisen otherwise than in the ordinary course of business. With respect to the tangible personal property and assets it leases, the Company is in compliance with such leases in all material respects and holds a valid leasehold interest free of any liens, claims or encumbrances. All facilities, machinerysubject to clauses (i) through (viii) above. (b) To the Company’s Knowledge, equipment, fixtures, vehicles and other properties the real property owned, leased leased, licensed or used by the Company are in good operating condition and repair (subject the “Company Real Property”) includes all rights necessary to ordinary wear and tear) and are reasonably fit and usable for the purposes for which they are being used. (b) Except for Permitted Liens, permit the Company has good title or a valid leasehold interest to conduct its business in and all material respects in the same manner as its businesses have been conducted prior to each parcel of real property that it owns or leases, as applicable, free of any liens, claims or encumbrancesthe date hereof. The Company has not received any written notice of any material condemnation, rezoning or taking actions pending, or, to To the Company’s knowledgeKnowledge, threatenedthere are no laws, with respect to ordinances or restrictions, or any parcel of real property owned change contemplated therein, or any judicial or administrative action, or any action by the Company. (c) As used hereinadjacent landowners, the term “Permitted Liens” means (i) statutory liens for taxes imposed or any other facts or conditions which could, in the ordinary course of businessaggregate, which are not yet delinquent or are being contested in good faith by appropriate proceedings, (ii) statutory or common law liens or encumbrances to secure landlords, lessors or renters under leases or rental agreements, (iii) deposits or pledges made in connection withhave a material adverse effect upon such Company Real Property, or to secure payment ofthe development, workers compensationoccupancy, unemployment insurance, old age pension or other social security programs, (iv) statutory or common law liens or encumbrances in favor of carriers, warehousemen, mechanics and materialmen to secure claims for labor, materials or supplies and other like liens or encumbrances, in each case arising in the ordinary course of business for sums which are not yet delinquent or are being contested in good faith by appropriate proceedings, (v) liens or encumbrances imposed on the underlying fee interest in real property leased, subleased or licensed by the Company, solely to the extent a violation of or default under any such lien or encumbrance would not impact the Company’s lease, sublease or license of such real property, (vi) any zoning, land use or other similar governmental restrictions reserving the right of a governmental authority to control or regulate any Company owned or leased real property, (vi) restrictions on transfer of securities imposed by applicable state and federal securities laws, (vii) liens and encumbrances set forth value thereof which have not been disclosed in Section 3.9 of the Schedule of Exceptions and (viii) such encumbrances and liens as do not materially impair the Company’s ownership or use of such property or assetsExceptions.

Title to Properties and Assets; Liens. (a) The Company or a subsidiary thereof has good and marketable title to all of the properties and assets of the Company and its subsidiaries, and has good title in and to its tangible personal property and assets (excluding real property) free and clear all of all mortgages, liens, loans and encumbrances, except for Permitted Liens. With respect to the tangible personal property and assets it leases, leasehold interests of the Company is and its subsidiaries, in compliance with such leases in all material respects and holds a valid leasehold interest free of any liens, claims or encumbrances. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company are in good operating condition and repair (each case subject to ordinary wear and tear) and are reasonably fit and usable for the purposes for which they are being used. no mortgage, deeds of trust, pledge, lien, lease, encumbrance or charge (b) Except for Permitted collectively, “Liens”), the Company has good title or a valid leasehold interest in and to each parcel of real property that it owns or leases, as applicable, free of any liens, claims or encumbrances. The Company has not received any written notice of any material condemnation, rezoning or taking actions pending, or, to the Company’s knowledge, threatened, with respect to any parcel of real property owned by the Company. (c) As used herein, the term “Permitted Liens” means other than (i) statutory liens Liens for taxes imposed in the ordinary course of business, which are Taxes not yet delinquent due and payable or for Taxes that are being contested in good faith by through appropriate proceedingsproceedings and for which adequate reserves, in accordance with GAAP, have been established in the Financial Statements, (ii) statutory or common law liens or encumbrances to secure landlords, lessors or renters under leases or rental agreementsLiens imposed by Law (other than Tax Law) and incurred in the ordinary course of business for obligations not past due, (iii) Liens in respect of pledges or deposits under workers’ compensation Laws or pledges made in connection with, or to secure payment of, workers compensation, unemployment insurance, old age pension or other social security programssimilar legislation, (iv) statutory or common law liens or encumbrances Liens in favor of customs and revenue authorities arising as a matter of Law to secure payments of customs duties in connection with the importation of goods, (v) Liens on insurance proceeds in favor of insurance companies granted solely as security for financed premiums, (vi) zoning restrictions, easements, rights of way, title irregularities and other similar encumbrances which, alone or in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto, (vii) Liens of carriers, warehousemen, mechanics mechanics, materialmen, vendors and materialmen to secure claims for labor, materials or supplies and other like liens or encumbrances, in each case arising landlords incurred in the ordinary course of business for sums which are not yet delinquent overdue or are being contested in good faith by appropriate proceedingsfaith, (v) liens or encumbrances imposed on the underlying fee interest in real property leased, subleased or licensed by the Company, solely to the extent a violation of or default under any such lien or encumbrance would not impact the Company’s lease, sublease or license of such real property, (vi) any zoning, land use or other similar governmental restrictions reserving the right of a governmental authority to control or regulate any Company owned or leased real property, (vi) restrictions on transfer of securities imposed by applicable state and federal securities laws, (vii) liens and encumbrances set forth in Section 3.9 of the Schedule of Exceptions and (viii) such encumbrances and liens as do other immaterial Liens (which, for the avoidance of doubt, shall not include any Liens that materially impair interfere with the use of the encumbered property in the operations of the Company’s ownership or use ) (each of such property or assetsclause (i) through (vii), a “Permitted Lien”).