Common use of Leased Properties Clause in Contracts

Leased Properties. Section 2.16(a) of the Disclosure Schedule sets forth a complete list and the location of all real property leased or subleased, whether as landlord or tenant, by the Seller or the Subsidiaries, excluding the Excluded Facilities (the “Leased Real Property”), identifying the parties thereto. The Seller has prior to the date hereof made available to the Buyer correct and complete copies of the leases and subleases (and all amendments, supplements, side letters, estoppels, subordination, nondisturbance and attornment agreements, and other written agreements related thereto) that are in the Seller’s possession (collectively, the “Leases”) covering the properties listed in Section 2.16(a) of the Disclosure Schedule (as amended to the date of this Agreement) and all material licenses, certificates of occupancy, plans, specifications and permits pertaining to the Leased Real Property that are in the possession of the Seller, any of the Subsidiaries or the Owners. Except (x) as otherwise specified in Section 2.16(a) of the Disclosure Schedule or (y) where the failure of any of the following to be true and correct does not have, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (A) neither the Seller nor any of the Subsidiaries, nor to the Knowledge of the Seller, any of their landlords or tenants, as the case may be, is in default under any Lease beyond any applicable notice, grace or cure period, (B) neither the Seller nor any of the Subsidiaries has received or delivered a written notice of default or objection to any party to any Lease to pay and perform its obligations and (C) to the Knowledge of the Seller, no event with respect to any Lease which with either notice or the passage of time or both would reasonably be expected to become an event of default thereunder; (ii) no Lease has been assigned, sublet, mortgaged, deeded in trust or otherwise encumbered by the Seller or any of the Subsidiaries; and (iii) (A) the Leases constitute all written and oral agreements of any kind for the leasing, rental, use or occupancy of the Leased Real Property and are the result of bona fide arms length negotiations between the parties, (B) no third party has the right to cancel or terminate a Lease; and (C) there are no refunds, credits, concessions, bonuses, free months’ rental, rebates, finish-out allowances in excess of the building’s standard or other agreements or matters affecting the rental for any tenant under any Lease nor any additional payments, accommodations, consideration or unpaid tenant improvement costs due under any of the Leases.

Leased Properties. Section 2.16(a(a) of the Disclosure Schedule 5.19 hereto sets forth a complete list and the location summary description (including property location, parties and annual rental payments) of all real property leased leases, subleases, management agreements and other agreements as part of or subleased, whether as landlord or tenant, by related to the Business under which the Seller or any Subsidiary is a lessor or lessee of, or uses or occupies or allows the Subsidiariesuse or occupancy of, excluding the Excluded Facilities (the “Leased Real Property”)any real property, identifying the parties thereto. The Seller has prior including but not limited to the date hereof made available to the Buyer Assigned Leases. All such leases, subleases and other agreements are valid and subsisting and in full force and effect, enforceable against each Seller or Subsidiary that is a party thereto in accordance with their terms. True, correct and complete copies of all of the leases and subleases (Assigned Leases, and all amendmentsamendments thereto and assignments thereof have been delivered to the Purchaser and are in good standing, supplements, side letters, estoppels, subordination, nondisturbance valid and attornment agreementseffective in accordance with their respective terms, and other written agreements related thereto) that are in the Seller’s possession (collectivelythere is not, the “Leases”) covering the properties listed in Section 2.16(a) under any of such leases, amendments or assignments, any existing default or event which with notice or lapse of time or both would become a default by or on behalf of the Disclosure Schedule (as amended to the date Seller or any Subsidiary, or by or on behalf of this Agreement) and all material licenses, certificates of occupancy, plans, specifications and permits pertaining to the Leased Real Property that are in the possession any third party. Each of the Seller, any of Assigned Leases constitute the Subsidiaries entire agreement between Seller or the Owners. Except (x) as otherwise specified in Section 2.16(a) of the Disclosure Schedule or (y) where the failure of any of the following to be true and correct does not have, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (A) neither the Seller nor any of the Subsidiaries, nor to the Knowledge of the Seller, any of their landlords or tenantsits Subsidiary, as the case may be, is in default under any Lease beyond any applicable notice, grace and the respective landlord thereunder with respect to the Leased Premises covered thereby. No deposits or cure period, (B) neither prepayments have been made by the Seller nor or any of Subsidiary in connection with any Assigned Lease. (b) The leased property listed on Schedule 5.19, including the Subsidiaries leased property under the Assigned Leases (i) has received or delivered a written notice of default or objection full and free access to any party to any Lease to pay and perform its obligations from highways, streets and (C) roads and there is no proceeding pending or, to the Knowledge of the SellerSeller or any Subsidiary, threatened that could result in the termination of or material limitations on such access (ii) is connected to and serviced by utilities and public services all of which are adequate for the use of the real property listed thereon as the Business is currently, and proposed to be, conducted and (iii) is zoned, platted and permitted for use in the manner in which it is currently being and proposed to be used. There are no pending or, to the Knowledge of the Seller or any Subsidiary, threatened, condemnation proceedings, lawsuits or administrative actions relating to the Leased Premises covered by the Assigned Leases. The buildings and improvements located on the Leased Premises and any uses thereof are not in violation of applicable Legal Requirements, setback requirements, zoning laws and ordinances or deed restrictions, and do not encroach on any easement that may burden the Leased Premises. The Seller and its Subsidiaries have not experienced during the two years preceding the date hereof any material interruption in the delivery of adequate quantities of any utilities (including without limitation electricity, natural gas, potable water, water for cooling or similar purposes and fuel oil) or other public services (including without limitation sanitary and industrial sewer service) required in the operation of the Business during such period and no such material interruption is, to the Knowledge of the Seller or any Subsidiary, threatened. All leases under which the Seller or its Subsidiaries lease any real property have been delivered to Purchaser and are in good standing, valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event with respect to any Lease which with either notice or the passage lapse of time or both would reasonably be expected to become an event a default by or on behalf of default thereunder; (ii) no Lease has been assigned, sublet, mortgaged, deeded in trust or otherwise encumbered by the Seller or any of the its Subsidiaries; and (iii) (A) the Leases constitute all written and oral agreements , or by or on behalf of any kind for the leasing, rental, use or occupancy of the Leased Real Property and are the result of bona fide arms length negotiations between the parties, (B) no third party has the right to cancel or terminate a Lease; and (C) there are no refunds, credits, concessions, bonuses, free months’ rental, rebates, finish-out allowances in excess of the building’s standard or other agreements or matters affecting the rental for any tenant under any Lease nor any additional payments, accommodations, consideration or unpaid tenant improvement costs due under any of the Leasesparty.

Leased Properties. Section 2.16(a) 11.1 of the Disclosure Schedule sets forth a complete list and the location of all of the leases, licenses and subleases of real property leased to which any Group Company is a party to or subleasedbound by (each a “Lease” and, whether as landlord collectively, the “Leases”) and each leased, licensed and subleased parcel of real property in which any Group Company has a leasehold or tenant, by the Seller or the Subsidiaries, excluding the Excluded Facilities subleasehold interest (the “Leased Real Property”), identifying the parties thereto. The Seller has prior to the date hereof made available to the Buyer correct Each Group Company holds a valid and complete copies existing leasehold or subleasehold interest under each of the leases and subleases (and all amendments, supplements, side letters, estoppels, subordination, nondisturbance and attornment agreements, and other written agreements related thereto) that are in the Seller’s possession (collectively, the “Leases”) covering the properties . With respect to each Lease listed in on Section 2.16(a) 11.1 of the Disclosure Schedule Schedule: (a) there are no disputes, oral agreements or forbearance programs in effect as amended to the date of this Agreement) such Lease and all material licenses, certificates of occupancy, plans, specifications and permits pertaining to the Leased Real Property that are in the possession of the Seller, any of the Subsidiaries or the Owners. Except (x) as otherwise specified in Section 2.16(a) of the Disclosure Schedule or (y) where the failure of any of the following to be true and correct does not have, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (A) neither the Seller nor any of the Subsidiaries, nor to the Knowledge of the Seller, any of their landlords or tenants, as the case may be, is in default under any Lease beyond any applicable notice, grace or cure period, (B) neither the Seller nor any of the Subsidiaries no Group Company has received or delivered a written notice of default or objection to any party to any Lease to pay and perform its obligations and (C) to the Knowledge of the Seller, no event with respect to any Lease which with either notice or the passage of time or both would reasonably be expected to become an event of default thereunder; (ii) no Lease has been assigned, sublettransferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in such Lease; (b) the Lease is legal, valid, binding, enforceable and in full force and effect and will continue to be so on substantially identical terms immediately following the Closing; (c) neither any Group Company nor any other party to any Lease is in breach or default, and no event has occurred which, with notice or lapse of time or both, would constitute a breach or default or permit termination, modification or acceleration under the Lease or sublease; (d) such Lease has not been amended or modified in any respect; (e) neither any Group Company nor the Seller has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold, license agreement or subleasehold; (f) all buildings, improvements and other property leased, licensed or subleased thereunder are supplied with utilities and other services necessary for the operation thereof (including gas, electricity, water, telephone, sanitary and storm sewer, and access to public roads); (g) if required by applicable law or regulation, all of Leases required to be set forth on Section 11.1 of the Disclosure Schedule have been registered with the competent lease registration authority in the jurisdiction in which such Leases are entered into in accordance with applicable laws and regulations and (h) the transactions contemplated by the Seller or any of Transaction Documents will not require the Subsidiaries; and (iii) (A) the Leases constitute all written and oral agreements consent of any kind for landlord, licensor or sublandlord or the leasing, rental, use or occupancy of Company will provide such consent prior to the Leased Real Property and are the result of bona fide arms length negotiations between the parties, (B) no third party has the right to cancel or terminate a Lease; and (C) there are no refunds, credits, concessions, bonuses, free months’ rental, rebates, finish-out allowances in excess of the building’s standard or other agreements or matters affecting the rental for any tenant under any Lease nor any additional payments, accommodations, consideration or unpaid tenant improvement costs due under any of the LeasesClosing.

Leased Properties. Section 2.16(a) of Schedule 4.17.1 lists the Disclosure Schedule sets forth a complete list and the location address of all real property leased leased, subleased or subleased, whether as landlord or tenantequivalent leasehold rights in non-U.S. jurisdictions, by any of the Seller Sale Companies or the Subsidiaries, excluding the Excluded Facilities constituting Acquired Assets (the “Leased Real Property”), identifying including any option to purchase the parties theretounderlying property and leasehold improvements thereon and all security deposits deposited on or on behalf of Seller related to such leases. The Seller Delphi has prior to the date hereof made available to the Buyer correct Parent true and complete copies of the leases and subleases (and including all amendments, supplementsextensions, side lettersrenewals, estoppels, subordination, nondisturbance and attornment agreements, guaranties and other written agreements related with respect thereto) that are in the Seller’s possession (collectively, the “Leases”) and subleases covering the properties listed in Section 2.16(a) of the Disclosure Schedule Leased Real Property (as amended to the date of this Agreement) and all material licenses, certificates of occupancy, plans, specifications and permits pertaining ). With respect to the Leased Real Property that are in the possession of the SellerProperty, any of the Subsidiaries or the Owners. Except (x) each lease and sublease and except as otherwise specified in Section 2.16(a) of the Disclosure on Schedule 4.17.1 or (y) where the failure of any of the following to be true and correct does has not have, or and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect: (A) neither the Seller nor any of the SubsidiariesA. The Leases are, nor to the Knowledge of the SellerSellers, any of their landlords in all material respects, valid, binding, enforceable and in full force and effect, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or tenants, as the case may be, is affecting creditors’ rights generally and general equitable principles (whether considered in default under any Lease beyond any applicable notice, grace a Proceeding in equity or cure period, at law); (Bi) neither the Seller nor any None of the Subsidiaries has received Sale Companies, or delivered a written notice of default or objection to any party to any Lease to pay and perform its obligations and (C) the Asset Sellers or, to the Knowledge of Sellers, any other party to the SellerLeases thereunder, is in material breach under the Leases, other than with respect to monetary defaults by the Asset Sellers under the Leases that are curable by payment of all Cure Amounts, if applicable, and, to the Knowledge of Sellers, no event has occurred which, with respect to any Lease which with either the delivery of notice or the passage of time or both expiration of any grace period would reasonably constitute a material breach of any Sale Company’s or Asset Seller’s obligations under the Leases (except with respect to breaches that need not be expected cured under Section 365 of the Bankruptcy Code for the Filing Affiliates to become an event of default thereunder; assume and assign the Leases to Buyer, if applicable); and (ii) no Lease has been assigned, sublet, mortgaged, deeded in trust or otherwise encumbered by the Seller or any none of the Subsidiaries; and (iii) (A) Sale Companies or the Leases constitute all written and oral agreements Asset Sellers has received a notice of any kind for the leasing, rental, use or occupancy of the Leased Real Property and are the result of bona fide arms length negotiations between the parties, (B) no third party has the right breach with respect to cancel or terminate a Lease; and (C) there are no refunds, credits, concessions, bonuses, free months’ rental, rebates, finish-out allowances in excess of the building’s standard or other agreements or matters affecting the rental for any tenant under any Lease nor any additional payments, accommodations, consideration or unpaid tenant improvement costs due under any of the Leases.

Leased Properties. Section 2.16(a) of Schedule 4.8.1 lists the Disclosure Schedule sets forth a complete list and the location address of all real property leased leased, subleased or subleased, whether as landlord or tenantequivalent leasehold rights in U.S. and non-U.S. jurisdictions, by the Seller any GM Sale Company or the Subsidiaries, excluding the Excluded Facilities constituting GM Acquired Assets (the “GM Leased Real Property”), identifying including any option to purchase the parties theretounderlying property and leasehold improvements thereon and all security deposits deposited on or on behalf of each Seller related to such leases. The Seller Delphi has prior to the date hereof made available to the Buyer correct Parent true and complete copies of the leases and subleases (and including all amendments, supplementsextensions, side lettersrenewals, estoppels, subordination, nondisturbance and attornment agreements, guaranties and other written agreements related with respect thereto) that are in the Seller’s possession (collectively, the “Leases”) and subleases covering the properties listed in Section 2.16(a) of the Disclosure Schedule GM Leased Real Property (as amended to the date of this Agreement) and all material licenses, certificates of occupancy, plans, specifications and permits pertaining ). With respect to the GM Leased Real Property that are in the possession of the SellerProperty, any of the Subsidiaries or the Owners. Except (x) each lease and sublease and except as otherwise specified in Section 2.16(a) of the Disclosure on Schedule 4.8.1 or (y) where the failure of any of the following to be true and correct does has not have, or and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect: (A) neither the Seller nor any of the SubsidiariesA. The Leases are, nor to the Knowledge of the applicable Seller, any of in all material respects, valid, binding, enforceable and in full force and effect, in accordance with their landlords respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or tenants, as the case may be, is affecting creditors’ rights generally and general equitable principles (whether considered in default under any Lease beyond any applicable notice, grace a Proceeding in equity or cure period, at law); and (Bi) neither the Seller nor any None of the Subsidiaries has received Sale Companies, or delivered a written notice of default or objection to any party to any Lease to pay and perform its obligations and (C) the Asset Sellers or, to the Knowledge of the applicable Seller, any other party to its Leases, is in material breach under its Leases, other than with respect to monetary defaults by such Asset Sellers under the Leases that are curable by payment of all Cure Amounts, if applicable, and, to the Knowledge of Sellers, no event has occurred which, with respect to any Lease which with either the delivery of notice or the passage of time or both expiration of any grace period would reasonably constitute a material breach of the respective Sale Company’s or its Asset Seller’s obligations under the Leases (except with respect to breaches that need not be expected cured under Section 365 of the Bankruptcy Code for the Filing Affiliates to become an event of default thereunder; assume and assign the Leases to Buyer, if applicable); and (ii) no Lease has been assigned, sublet, mortgaged, deeded in trust or otherwise encumbered by the Seller or any none of the Subsidiaries; and (iii) (A) Sale Companies or the Leases constitute all written and oral agreements Asset Sellers has received a notice of any kind for the leasing, rental, use or occupancy of the Leased Real Property and are the result of bona fide arms length negotiations between the parties, (B) no third party has the right breach with respect to cancel or terminate a Lease; and (C) there are no refunds, credits, concessions, bonuses, free months’ rental, rebates, finish-out allowances in excess of the building’s standard or other agreements or matters affecting the rental for any tenant under any Lease nor any additional payments, accommodations, consideration or unpaid tenant improvement costs due under any of the its Leases.

Leased Properties. Section 2.16(aSchedule 3.1(u) of the Disclosure Schedule Letter sets forth a complete list out all of the Leased Properties. The Leased Properties are the only real properties leased by the Corporation and the location of all real property leased or subleasedLeases are in good standing, whether as landlord or tenant, by the Seller or the Subsidiaries, excluding the Excluded Facilities (the “Leased Real Property”), identifying the parties theretovalid and in full force and effect. The Seller has prior to the date hereof made available to the Buyer correct True and complete copies of all Leases have been Made Available to Purchaser. With respect to the leases Leases: (i) all rents, additional rents, security and subleases rental deposits and any other amounts which are to be paid by the lessee have been paid to date; (and all amendmentsii) no waiver, supplements, side letters, estoppels, subordination, nondisturbance and attornment agreements, and other written agreements related theretoindulgence or postponement of the lessee’s obligations has been granted by any lessor; (iii) that are in the Seller’s possession (collectivelyexcept as would not be material, the “Leases”) covering the properties listed Corporation is not in Section 2.16(a) of the Disclosure Schedule (as amended to the date of this Agreement) and all material licensesbreach, certificates of occupancy, plans, specifications and permits pertaining to the Leased Real Property that are in the possession of the Seller, any of the Subsidiaries default or the Owners. Except (x) as otherwise specified in Section 2.16(a) of the Disclosure Schedule or (y) where the failure violation of any of the following Leases or alleged to be true in such breach, default or violation; (iv) each of the Leased Properties is adequate and correct does not have, or would not reasonably be expected to have, individually or suitable for the purposes for which it is presently being used and the Corporation has adequate legal rights of ingress and egress into each of the Leased Properties for the operation of its Business in the aggregateOrdinary Course; (v) the Corporation has not subleased, a Material Adverse Effect: (A) neither assigned, licensed or otherwise granted any Person the Seller nor right to use or occupy any of the Subsidiaries, nor to Leased Properties or any portion thereof; (vi) the Knowledge of the Seller, Corporation has not received any of their landlords or tenants, as the case may be, is in default under any Lease beyond any applicable notice, grace or cure period, (B) neither the Seller nor any of the Subsidiaries has received or delivered a written notice from any Governmental Entity asserting any violation or alleged violation of default or objection to any party to any Lease to pay and perform its obligations and (C) to the Knowledge of the Seller, no event applicable Laws with respect to any Lease which with either notice of the Leased Properties that remains uncured or the passage of time or both that would reasonably be expected to become an event of default thereunder; (ii) no Lease has been assigned, sublet, mortgaged, deeded in trust or otherwise encumbered by the Seller or any of the Subsidiaries; and (iii) (A) the Leases constitute all written and oral agreements of any kind for the leasing, rental, use or occupancy of the Leased Real Property and are the result of bona fide arms length negotiations between the parties, (B) no third party has the right to cancel or terminate a Leasebe material; and (Cvii) there are no refunds, credits, concessions, bonuses, free months’ rental, rebates, finish-out allowances in excess of other amendments or side agreements (or ongoing negotiations therefor) that impact the building’s standard or other agreements or matters affecting the rental for any tenant under any Lease nor any additional payments, accommodations, consideration or unpaid tenant improvement costs due under any of the LeasesLeased Properties.

Leased Properties. Section 2.16(a) of the The Disclosure Schedule sets forth a complete list lists and the location of describes briefly all real property leased Real Estate that is used or subleasedoccupied, whether as landlord or tenantbut not owned, by the Seller or Company (with respect to the SubsidiariesBusiness) and the leases, excluding the Excluded Facilities (the “Leased subleases and agreements by which such Real Estate is used and occupied. Except as otherwise described on such Disclosure Schedule, with respect to each such parcel of leased Real Property”), identifying the parties thereto. The Seller has prior to the date hereof made available to the Buyer correct and complete copies of : (i) the leases and subleases (and all amendments, supplements, side letters, estoppels, subordination, nondisturbance and attornment agreements, and other written agreements related thereto) that are in the Seller’s possession (collectively, the “Leases”) covering the properties listed in Section 2.16(a) of described on the Disclosure Schedule (as amended to the date of this Agreement) and constitute all material licenses, certificates of occupancy, plans, specifications and permits pertaining to the Leased Real Property that are in the possession of the Sellerleases, subleases and agreements under which the Company holds any of the Subsidiaries or the Owners. Except interest (xother than a fee interest) as otherwise specified in Section 2.16(a) of the Disclosure Schedule or (y) where the failure of any of the following to be true and correct does not have, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (A) neither the Seller nor any of the Subsidiaries, nor to the Knowledge of the Seller, any of their landlords or tenants, as the case may be, is in default under any Lease beyond any applicable notice, grace or cure period, (B) neither the Seller nor any of the Subsidiaries has received or delivered a written notice of default or objection to any party to any Lease to pay and perform its obligations and (C) to the Knowledge of the Seller, no event with respect to any Lease which with either notice or the passage of time or both would reasonably be expected to become an event of default thereunderReal Estate; (ii) each such lease, sublease or agreement is legal, valid, binding, enforceable and in full force and effect, is fully assignable to the Buyer without obtaining any required consent or approval from any Person, and will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms after the Closing other than by reason of a change of law and except as such unenforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally; (iii) the Company and, to its knowledge, any other party to any such lease, sublease or agreement is not in breach or default thereof, and to the Best of the Company's Knowledge, no Lease condition or circumstance exists or is threatened which, with notice or the lapse of time, or both, would constitute such a breach or default or permit termination, modification or acceleration thereof or thereunder; (iv) no party to any such lease, sublease or agreement has repudiated any provision thereof; (v) there are no disputes, oral agreements or forbearance programs in effect with respect to the Company or, to the Best of the Company's Knowledge, with respect to any third party, in either case, as to any such lease, sublease or agreement; (vi) no such lease, sublease or agreement has been modified in any material respect, except to the extent disclosed in the Disclosure Schedule; (vii) the Company has not assigned, sublettransferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in any leasehold or sub-leasehold; (viii) the portions of buildings, improvements and other property thereon leased by the Seller or Company have received all approvals of governmental authorities (including certificates of occupancy, permits and licenses) required in connection with the Business as presently conducted and have been operated and maintained in compliance with all applicable legal requirements; (ix) the portions of buildings, improvements and other property thereon leased by the Company are supplied with utilities and other services reasonably necessary for the Business as presently conducted with respect thereto (including any necessary gas, electricity, water (including without limitation, the use and right to a water supply sufficient for the Business), irrigation, sanitary and storm sewer service); (x) there are no pending or, to the Best of the SubsidiariesCompany's Knowledge, threatened condemnation proceedings, or administrative actions relating thereto or other matters affecting adversely the Company's current use, occupancy, or value of such parcel; (xi) as to each parcel, the land and improvements thereon does not serve any adjoining property for any purpose to the Best of the Company's Knowledge, inconsistent with the current use of such land by the Company, and the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; and (iiixii) (A) other than documents described on the Leases constitute all Disclosure Schedule, there are no leases, subleases, licenses, concessions, or other agreements, written and oral agreements or oral, granting to any Person the right of any kind for the leasing, rental, use or occupancy of any portion of such parcel which the Leased Real Property Company is entitled to occupy, and are no Person (other than the result Company) is in possession of bona fide arms length negotiations between the parties, (B) no third party has the right to cancel or terminate a Lease; and (C) there are no refunds, credits, concessions, bonuses, free months’ rental, rebates, finish-out allowances in excess any such portion of the building’s standard or other agreements or matters affecting the rental for any tenant under any Lease nor any additional payments, accommodations, consideration or unpaid tenant improvement costs due under any of the Leasessuch parcel.

Leased Properties. Section 2.16(aSchedule 4.3(a) sets forth the address of each parcel of leased real property that is a part of the Disclosure Schedule sets forth a complete list and the location of all real property leased or subleased, whether as landlord or tenant, by the Seller or the Subsidiaries, excluding the Excluded Facilities USC Contributed Assets (the “USC Leased Real Property”), identifying and a true, accurate and complete list of all leases (each, a “USC Lease”) for each such USC Leased Real Property (including the date and name of the parties to such USC Lease, a list of all exhibits and amendments thereto. The Seller , a true, accurate and complete copy of all of which has been delivered to the Company prior to the date hereof made available hereof). The USC Members represent that they have delivered to the Buyer correct Company a true, accurate and complete copies copy of each such USC Lease. Except as set forth in Schedule 4.3(a), with respect to each of the leases USC Leases: (1) such USC Lease is legal, valid, binding, enforceable and subleases in full force and effect; (2) the transactions contemplated by this Agreement and all amendmentsthe Related Agreements (including the Transactions) do not require the consent of any other party to such USC Lease, supplementswill not result in a breach of or default under such USC Lease, side letters, estoppels, subordination, nondisturbance and attornment agreementswill not give rise to any termination or recapture rights, and other written agreements related theretowill not otherwise cause such USC Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (3) that are in the Sellerapplicable USC Member’s possession (collectively, the “Leases”) covering the properties listed in Section 2.16(a) and quiet enjoyment of the Disclosure Schedule (as amended to the date of this Agreement) and all material licenses, certificates of occupancy, plans, specifications and permits pertaining to the USC Leased Real Property that under such USC Lease has not been disturbed and there are in the possession of the Sellerno pending or outstanding suits, any of the Subsidiaries municipal violations or claims by governmental agencies with respect to such USC Lease or the Owners. Except (x) as otherwise specified in Section 2.16(a) of the Disclosure Schedule or (y) where the failure of any of the following to be true and correct does not have, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:USC Leased Real Property; (A4) neither the Seller no USC Member nor any of the Subsidiaries, nor to the Knowledge of the Seller, any of their landlords or tenants, as the case may be, is in default under any Lease beyond any applicable notice, grace or cure period, (B) neither the Seller nor any of the Subsidiaries has received or delivered a written notice of default or objection to any other party to any USC Lease to pay is in breach or default under such USC Lease, and perform its obligations and (C) to the Knowledge of the Seller, no event has occurred or circumstance exists which, with respect to any Lease which with either notice or the delivery of notice, the passage of time or both both, would reasonably be expected to become an event constitute such a breach or default, or permit the termination, modification or acceleration of default thereunderrent under such USC Lease; (ii5) no security deposit or portion thereof deposited with respect to such USC Lease has been assignedapplied in respect of a breach or default under such USC Lease which has not been redeposited in full; (6) the other party to such USC Lease is not an Affiliate of, subletand otherwise does not have any economic interest in, mortgagedany USC Member (other than an indirect interest through the ownership of publicly traded shares of USC); (7) no USC Member has subleased, deeded in trust licensed or otherwise encumbered granted any Person the right to use or occupy such USC Leased Real Property or any portion thereof; (8) no USC Member has collaterally assigned or granted any other security in such USC Lease or any interest therein; (9) there are no Liens on the estate or interest created by the Seller such USC Leases; (10) no USC Member is obligated, or has agreed or committed, to do any of the Subsidiariesforegoing; and (iii) (A) the Leases constitute all written and oral agreements of any kind for the leasing, rental, use or occupancy of the Leased Real Property and are the result of bona fide arms length negotiations between the parties, (B) no third party has the right to cancel or terminate a Lease; and (C11) there are no refundsHazardous Substances on, credits, concessions, bonuses, free months’ rental, rebates, finish-out allowances in excess of the building’s standard under or other agreements or matters otherwise affecting the rental for USC Leased Real Property, and the USC Members have no knowledge, and have received no notices, in any tenant under any Lease nor any additional payments, accommodations, consideration way relating to same or unpaid tenant improvement costs due under any of the Leasespotential or threatened claims relating thereto.

Leased Properties. Section 2.16(aSchedule 2.1(g) of the Disclosure (Company Leased Real Property) and Schedule 3.18(a), which sets forth a complete list and the location of all real property leased or subleased, whether as landlord or tenant, subleased by any of the Seller or the Subsidiaries, excluding the Excluded Facilities Sold Companies (the “Sold Companies’ Leased Real Property”), identifying sets forth all leases and subleases covering leased or subleased real property used in the parties theretoBusiness, including the following information: the name of landlord and tenant and a brief description of the leased premises. The Seller Company has prior to the date hereof made available to the Buyer correct true and complete copies of the leases and subleases (and all amendments, supplements, side letters, estoppels, subordination, nondisturbance and attornment agreements, and other written agreements related thereto) that are in the Seller’s possession (collectively, the “Leases”) covering the properties listed in Section 2.16(a) of the Disclosure Schedule (as amended to the date of this Agreement) and all material licenses, certificates of occupancy, plans, specifications and permits pertaining to the Company Leased Real Property that are in and the possession of the SellerSold Companies’ Leased Real Property. With respect to each such lease and sublease, any of the Subsidiaries or the Owners. Except (x) and except as otherwise specified on Schedule 3.18(a): (i) such leasehold or subleasehold interest is held subject to a written lease or sublease which is valid, in Section 2.16(afull force and effect, and enforceable in accordance with its terms, subject to the General Enforceability Exceptions; (ii) such lease or sublease has not been assigned, modified, supplemented, amended, mortgaged or deeded in trust by the Sold Companies or the Asset Sellers, except as otherwise disclosed to the Buyer in Schedule 3.18(a); (iii) there are no existing material defaults or events of default, or events which with notice or lapse of time or both would constitute material defaults, thereunder on the part of the Disclosure Schedule Sold Companies or (y) where the failure relevant Asset Seller, and none of the foregoing have been asserted in writing; the Company has no Knowledge of any material default or claimed or purported or alleged material default on the part of any other party in the performance of any obligation to be performed or paid by such other party under any such lease or sublease; (iv) the relevant Asset Seller or the Sold Companies, as applicable, enjoy peaceful and undisturbed possession in all material respects of the following leased real property; (v) no construction, alteration or other leasehold improvement work with respect to such leased real property remains to be true and correct does not have, paid for or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:performed; (Avi) neither the Seller nor no leasing or brokerage commissions are due or payable to any brokers or other parties in connection with a renewal or expansion of the Subsidiaries, nor to the Knowledge of the Seller, any of their landlords or tenants, as the case may be, is in default under any Lease beyond any applicable notice, grace or cure period, leased premises; and (B) neither the Seller nor any of the Subsidiaries has received or delivered a written notice of default or objection to any party to any Lease to pay and perform its obligations and (Cvii) to the Knowledge of the SellerCompany, no event with respect to any Lease all facilities leased or subleased under said lease or sublease are supplied by utilities and other services which with either notice or are adequate in all material respects for the passage of time or both would reasonably be expected to become an event of default thereunder; (ii) no Lease has been assigned, sublet, mortgaged, deeded in trust or otherwise encumbered by the Seller or any operation of the Subsidiaries; and (iii) (A) the Leases constitute all written and oral agreements of any kind for the leasing, rental, use or occupancy of the Leased Real Property and are the result of bona fide arms length negotiations between the parties, (B) no third party has the right to cancel or terminate a Lease; and (C) there are no refunds, credits, concessions, bonuses, free months’ rental, rebates, finish-out allowances in excess of the building’s standard or other agreements or matters affecting the rental for any tenant under any Lease nor any additional payments, accommodations, consideration or unpaid tenant improvement costs due under any of the Leasesfacilities.