Common use of Properties and Assets Clause in Contracts

Properties and Assets. (a) The Company and each of its Subsidiaries has (i) good and valid title to all of the material properties and assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Documents, and to the knowledge of the Company, free and clear of any material Liens other than Permitted Liens, except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet and (ii) a valid leasehold interest or other comparable Contract of use in all material properties and assets (in each case, tangible or intangible) reflected as leased on such balance sheet, and to the knowledge of the Company, free and clear of any material Liens other than Permitted Liens, except for such leases or comparable Contracts terminated in the ordinary course of business consistent with past practice since the date of such balance sheet. (b) The Company Disclosure Letter sets forth (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each parcel of Leased Real Property, (iii) a description of the applicable Contract relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien entered into by the Company or any Company Subsidiary, including without limitation any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. Each Lease Agreement is, with respect to the Company or the applicable Company Subsidiary, a valid and subsisting agreement in full force and effect and constitutes a valid and binding obligation of the Company or the applicable Company Subsidiary, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and to general equity principles. (c) Each parcel of Leased Real Property is, to the knowledge of the Company or the applicable Company Subsidiary, in material compliance with all existing material Laws applicable to such Leased Real Property, and neither the Company nor any Company Subsidiary has received written notice from any Governmental Entity regarding non-compliance with respect to such Laws. Neither the Company nor any Company Subsidiary has received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending, and there are no such proceedings threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding writ, injunction, decree, order or judgment or of any pending proceeding.

Properties and Assets. (a) The Company and each of its Subsidiaries has (i) good and valid title to all Schedule 3.16 of the material Seller Disclosure Schedule contains an accurate description (by subject leased real and immovable property, name of lessor, date of lease and term expiration date) of each real or immovable property lease, sublease or installment purchase arrangement to which Sellers are a party relating to the Business; and a list of all fixed assets used in the Business. No Seller owns any real property relating to the Business. Except for (1) items reflected in the Financial Statements, (2) exceptions to title that do not interfere materially with Sellers’ use and enjoyment of owned or leased real or immovable property, (3) Permitted Exceptions, (4) properties and assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Documents, and to the knowledge of the Company, free and clear of any material Liens other than Permitted Liens, except for properties or assets that have been sold or disposed of transferred in the ordinary course of business consistent with past practice practices since the date of such balance sheet Balance Sheet Date, and (ii5) a valid leasehold interest items listed on Schedule 3.16 of the Seller Disclosure Schedule, Sellers have good title to the assets relating the Business or other comparable Contract of use in all material properties and assets (in each case, tangible or intangible) reflected as leased on such balance sheet, and to owned by them in the knowledge of Financial Statements or acquired after the Company, Balance Sheet Date free and clear of all liabilities, obligations and Encumbrances. ▇▇▇▇▇.▇▇▇ or such ▇▇▇▇▇.▇▇▇ Subsidiary, in each case where it is a lessee, has the right under valid and subsisting leases to occupy, use and possess all property leased by it in connection with the Business, and there has not occurred under any such lease any material Liens other than Permitted Liensbreach, except violation or default by ▇▇▇▇▇.▇▇▇ or such ▇▇▇▇▇.▇▇▇ Subsidiary, and ▇▇▇▇▇.▇▇▇ or such ▇▇▇▇▇.▇▇▇ Subsidiary has not experienced any material uninsured damage or destruction with respect to such properties since the Balance Sheet Date. All properties and assets used by Sellers in connection with the Business are in good operating condition and repair (subject to ordinary wear and tear) suitable for such leases or comparable Contracts terminated immediate use in the ordinary course of business consistent the Business and comply in all material respects with past practice since all Requirements of Laws relating thereto now in effect. Sellers enjoy peaceful and undisturbed possession under all leases for the date use of all property relating to the Business under which any of them is the lessee, and all leases to which any Seller is a party are valid and binding obligations of such balance sheet. (b) The Company Disclosure Letter sets forth (i) a true Seller, and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each parcel of Leased Real Property, (iii) a description of the applicable Contract relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien entered into by the Company or any Company Subsidiary, including without limitation any right to the use or occupancy Knowledge of any Leased Real Property, other than Permitted Liens. Each Lease Agreement isSellers, with respect to the Company or the applicable Company Subsidiaryrespective third parties thereto, a valid and subsisting agreement in full force and effect and constitutes a valid and binding obligation of the Company or the applicable Company Subsidiary, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and to general equity principles. (c) Each parcel of Leased Real Property is, to the knowledge of the Company or the applicable Company Subsidiaryenforceable, in accordance with the terms thereof. None of Sellers are in material compliance with all existing material Laws applicable to such Leased Real Property, and neither the Company nor any Company Subsidiary has received written notice from any Governmental Entity regarding non-compliance default with respect to any such Laws. Neither the Company nor any Company Subsidiary has received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pendinglease, and there has occurred no default by any Sellers or event that with the lapse of time or the giving of notice, or both, would constitute a material default under any such lease. There are no such proceedings threatened in writingRequirements of Laws, affecting conditions of record, or other impediments, which interfere with the actual use by any portion Seller of any of the Leased Real Property property leased, or occupied by it in connection with the Business. All leases of premises from which the Business is conducted and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding writ, injunction, decree, order or judgment or of any pending proceedingwhich are located in Australia are registered.

Properties and Assets. (a) The Company and each of its the Company Subsidiaries has (i) have good and valid title to to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of the its material real properties and tangible assets. All such material assets reflected as owned on and real properties, other than assets and real properties in which the most recent balance sheet Company or any of the Company contained in the Company SEC DocumentsSubsidiaries has leasehold interests, and to the knowledge of the Company, are free and clear of any all material Liens other than Permitted Liens, except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet and (ii) a valid leasehold interest or other comparable Contract of use in all material properties and assets (in each case, tangible or intangible) reflected as leased on such balance sheet, and to the knowledge of the Company, free and clear of any material Liens other than Permitted Liens, except for such leases or comparable Contracts terminated in the ordinary course of business consistent with past practice since the date of such balance sheet. (b) The Since October 1, 2011, neither the Company nor any Company Subsidiary owns or ever owned any real property. (c) Section 3.18(c) of the Company Disclosure Letter Schedule sets forth forth, as of the date of this Agreement, (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”)) involving annual rental payments in excess of $1,000,000, (ii) the address for each parcel of such Leased Real Property, Property and (iii) a description of the applicable Contract relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each such Leased Real Property. No Lease Agreement is subject to any Lien entered into by Each of the Company or any and the Company SubsidiarySubsidiaries, including without limitation any right as applicable, has good leasehold title to the use or occupancy of any Leased Real Property, free and clear of any material Liens, other than Permitted Liens. Each Lease Agreement is, with respect to No Person other than the Company or a Company Subsidiary has any right (whether by lease, sublease, license or otherwise) to use or occupy all or any portion of the applicable Leased Real Property. (d) The Company Subsidiary, and the Company Subsidiaries have a valid and subsisting agreement existing interest in full force and effect and constitutes a valid and binding obligation of the Company or the applicable Company Subsidiary, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and to general equity principles. (c) Each parcel of Leased Real Property is, to the knowledge of the Company or the applicable Company Subsidiary, in material compliance with all existing material Laws applicable to such Leased Real Property, and neither the Company and the Company Subsidiaries enjoy peaceful and undisturbed possession of the Leased Real Property. The Leased Real Property constitutes all of the real property used by the Company and the Company Subsidiaries in the operation of the business of the Company and the Company Subsidiaries, and such Leased Real Property is sufficient in all material respects for the conduct of the business of the Company and the Company Subsidiaries as currently conducted. Neither the Company nor any Company Subsidiary has received any written notice from any Governmental Entity regarding non-compliance with respect to such Lawsthe ownership, lease, occupancy or use of the Leased Real Property that materially and adversely affects the rights of the Company or any Company Subsidiary or constitutes a material violation of Laws applicable to the Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any proceedings Actions in eminent domain, condemnation or other similar proceedings Actions that are pending, and and, to the Knowledge of the Company, there are no such proceedings threatened in writingActions threatened, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding writ, injunction, decree, order or judgment Order or of any pending proceedingAction, and, to the Knowledge of the Company, there is no such Order or Action threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Property. (e) For any Leased Real Property encumbered with a mortgage, the Company or the Company Subsidiary has made available to Parent true and complete copies of a non-disturbance agreement from the mortgagee of such Leased Real Property which protects the Company or the Company Subsidiary’s leasehold interest in the property in the event such mortgagee forecloses on the applicable mortgage.

Properties and Assets. (a) The Company and each of its Subsidiaries has (i) good and valid title to, or a valid leasehold interest in, all the properties and assets which it purports to own or lease (real, tangible, personal and mixed), including all of the material properties and assets reflected as owned on in the most recent balance sheet Company Balance Sheet (except for personal property sold since the date of the Company contained in the Company SEC Documents, and to the knowledge of the Company, free and clear of any material Liens other than Permitted Liens, except for properties or assets that have been sold or disposed of Balance Sheet in the ordinary course of business consistent with past practice since the date of such balance sheet and (ii) a valid leasehold interest or other comparable Contract of use in all material practice). All properties and assets (reflected in each case, tangible or intangible) reflected as leased on such balance sheet, and to the knowledge of the Company, Company Balance Sheet are free and clear of any material Liens other than Permitted all Liens, except for such leases Liens reflected on the Company Balance Sheet and Liens for current taxes not yet due and other Liens that do not materially impair the use or comparable Contracts terminated in operation of the ordinary course of business consistent with past practice since the date of such balance sheetproperty or assets subject thereto. (b) The Section 4.15 of the Company Disclosure Letter Schedule sets forth (i) a true true, complete and complete correct list of all real property owned, leased, subleased or otherwise occupied licensed by the Company and the location of such premises. All material real property leases, licenses or any other occupancy agreements to which the Company Subsidiary is a party (collectively, the “Leased "Company Real Property”Property Leases") are either filed as exhibits to the Company SEC Reports or complete copies thereof have been delivered to or made available to Parent. Section 4.15 of the Company Disclosure Schedule lists all Company Real Property Leases other than the Company Real Property Leases which are listed as an exhibit to the Company's most recent annual report on Form 10-K or a subsequent quarterly report on Form 10-Q. (c) As of the date of this Agreement, (i) all Company Real Property Leases are in full force and effect (except as such enforceability may be subject to Laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of Law governing specific performance, injunctive relief or other equitable remedies), (ii) there is no existing material default by the address for each parcel Company under any of Leased the Company Real PropertyProperty Leases, except such defaults as have been waived in writing, (iii) a description of the applicable Contract relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien entered into by the Company or any Company Subsidiary, including without limitation any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. Each Lease Agreement is, no event has occurred with respect to the Company which, with notice or the applicable Company Subsidiarylapse of time or both, would constitute a valid and subsisting agreement in full force and effect and constitutes a valid and binding obligation default of any of the Company or the applicable Company Subsidiary, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws, now or hereafter in effect, affecting creditors’ rights generallyReal Property Leases, and to general equity principles. (civ) Each parcel of Leased Real Property is, to the knowledge of the Company or the applicable Company SubsidiaryCompany's knowledge, in material compliance with all existing material Laws applicable to such Leased Real Property, and neither the Company nor any Company Subsidiary has received written notice from any Governmental Entity regarding non-compliance with respect to such Laws. Neither the Company nor any Company Subsidiary has received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending, and there are no such proceedings threatened in writing, affecting defaults of any portion material obligations of any party other than the Leased Company under any Company Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding writ, injunction, decree, order or judgment or of any pending proceedingLease.

Properties and Assets. (a) The Company and each or a Subsidiary of its Subsidiaries the Company has (i) good and valid marketable title to or, in the case of leased property and leased tangible assets, a valid leasehold interest in, all of the material Company’s and its Subsidiaries’ properties and assets reflected as owned on the most recent balance sheet of assets, including the Company contained in the Company SEC Documents, and to the knowledge of the CompanyLeased Real Property, free and clear of any material Liens other than Permitted all Liens, except those Liens for Taxes not yet due and payable and such other Liens or minor imperfections of title, if any, that do not detract, in any material respect, from the value or interfere with the present use of the affected property or asset. Such properties or and assets that have been sold or disposed of are in good operating condition, maintenance and repair, ordinary wear and tear excepted, are useable in the ordinary course of business consistent and are reasonably adequate and suitable for their current uses. Such properties and assets, together with past practice since the date of such balance sheet and (ii) a valid leasehold interest or other comparable Contract of use in all material properties and assets (in each caseheld by the Company and its Subsidiaries under leases or licenses, include all tangible and intangible property, assets, Contracts and rights necessary or intangible) reflected as leased on such balance sheet, and to required for the knowledge operation of the Company, free business of the Company and clear of any material Liens other than Permitted Liens, except for such leases or comparable Contracts terminated in the ordinary course of business consistent with past practice since the date of such balance sheetits Subsidiaries as presently conducted. (b) The Neither the Company Disclosure nor any of its Subsidiaries owns, or has ever owned, any real property or holds any option to acquire any real property. (c) Section 3.16(c) of the Company Letter sets forth a list and brief description of each lease or similar agreement (i) a true showing the parties thereto, annual rental, expiration date, renewal and complete list purchase options, if any, the improvements thereon, the uses being made thereof, and the location and the legal description of all the real property leased, subleased covered by such lease or otherwise occupied by other agreement) under which the Company or any Subsidiary of the Company Subsidiary is lessee of, or holds or operates, any real property owned by any third party (collectively, the “Company Leased Real Property”). Except as set forth in such Section, each such lease is in full force and effect, is enforceable in accordance with its terms, and is valid and without default (iiincluding any event which with notice or lapse of time or both would become a default) thereunder by the address for each parcel lessee or, to the Knowledge of the Company, the lessor. The Company or one of its Subsidiaries has the right to quiet enjoyment of all the Company Leased Real Property, (iii) a description Property for the full term of the applicable Contract lease or similar agreement (and any renewal option related thereto) relating thereto thereto, and (iv) the current rent amounts payable by leasehold or other interest of the Company or any Subsidiary of the Company Subsidiary related in the Company Leased Real Property is not subject or subordinate to any Lien. Complete and correct copies of any title opinions, surveys and appraisals in the Company’s possession or any policies of title insurance currently in force and in the possession of the Company with respect to each parcel of Company Leased Real PropertyProperty have previously been made available by the Company to Parent. No Lease Agreement The leasehold interests described in Section 3.16(c) of the Company Letter are sufficient to conduct the business of the Company and its subsidiaries as now conducted. (d) Neither the whole nor any part of the Company Leased Real Property is subject to any Lien entered into pending suit for condemnation or other taking by the Company or any Company SubsidiaryGovernmental Entity, including without limitation any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. Each Lease Agreement is, with respect to the Company or the applicable Company Subsidiary, a valid and subsisting agreement in full force and effect and constitutes a valid and binding obligation of the Company or the applicable Company Subsidiary, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and to general equity principles. (c) Each parcel of Leased Real Property isand, to the knowledge Knowledge of the Company or the applicable Company SubsidiaryCompany, in material compliance with all existing material Laws applicable to no such Leased Real Property, and neither the Company nor any Company Subsidiary has received written notice from any Governmental Entity regarding non-compliance with respect to such Laws. Neither the Company nor any Company Subsidiary has received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending, and there are no such proceedings taking is threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding writ, injunction, decree, order or judgment or of any pending proceedingcontemplated.

Properties and Assets. (a) The Each Subject Company has a valid and enforceable leasehold interest in each of the leased premises in which it currently conducts its Subsidiaries has business, except as may be affected by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or general equitable principles. Section 2.12(a) of the ARC Disclosure Letter identifies, as of the date hereof, all of the leases for real property to which each Subject Company is a party (the “Leases”). The Leases constitute all real property leased, subleased, licensed or otherwise used in the operation of the business of the Subject Companies as presently conducted. Complete and correct copies of such Leases have been provided to AMH. As of the date hereof, there is no material default by the lessee or, to ARC’s Knowledge, the lessor under any such lease and to ARC’s Knowledge the use and operation of the property subject to the Leases does not violate in any material respect any Applicable Law. No Subject Company owns any real property. Except as may be affected by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or general equitable principles, (i) each Lease is the legal, valid and binding obligation of the Subject Company party thereto and, to the Knowledge of ARC, each other party to such Lease and (ii) each Lease is enforceable against such Subject Company and, to the Knowledge of ARC, each other party to such Lease. (b) The Subject Companies own and have good, valid and marketable title to or, in the case of leased property, good and valid title leasehold interests in, or otherwise will have full or sufficient and legally enforceable rights to use, all of the tangible properties, assets and rights (real, personal or mixed) used or held for use in connection with, necessary for the conduct of, or otherwise material properties and assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Documents, and to the knowledge of operations of, the CompanyBusiness, in each case free and clear of any material Liens Lien other than Permitted Liens, except for properties any failure to have such titles, interests or assets rights that have been sold would not, individually or disposed of in the ordinary course of business consistent with past practice since aggregate, be materially adverse to the date of such balance sheet and (ii) a valid leasehold interest Business or other comparable Contract of use in all material properties and assets (the Subject Companies, in each case, taken as a whole. The Subject Companies have maintained in all material respects all tangible or intangible) reflected as leased on such balance sheetAssets in good repair, working order and operating condition, subject only to the knowledge of the Company, free ordinary wear and clear of any material Liens other than Permitted Lienstear, except for such leases any failure to be in good repair, working order or comparable Contracts terminated operating condition that would not, individually or in the ordinary course of business consistent with past practice since the date of such balance sheet. (b) The Company Disclosure Letter sets forth (i) a true and complete list of all real property leasedaggregate, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each parcel of Leased Real Property, (iii) a description of the applicable Contract relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien entered into by the Company or any Company Subsidiary, including without limitation any right be materially adverse to the use or occupancy of any Leased Real Property, other than Permitted Liens. Each Lease Agreement is, with respect to the Company Business or the applicable Company SubsidiarySubject Companies, in each case, taken as a valid and subsisting agreement in full force and effect and constitutes a valid and binding obligation of the Company or the applicable Company Subsidiary, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and to general equity principleswhole. (c) Each parcel Except for the Deferred Assets and the Excluded Assets, the Contributed Assets and the assets, properties and rights that will be owned, leased or licensed by Newco and the Transferred Entities immediately following the Closing will constitute all the material assets, properties and rights necessary to conduct the Business as it is conducted as of Leased Real Property is, the date hereof. (d) Trailer Amounts contemplated to be distributed pursuant to Section 5.02(c) of the A&R Newco LLCA (other than asset management fees received in or converted to cash by the ARC Member and its Subsidiaries on or prior to the knowledge of the Company or the applicable Company Subsidiary, in material compliance with all existing material Laws applicable to such Leased Real Property, and neither the Company nor any Company Subsidiary has received written notice from any Governmental Entity regarding non-compliance with respect to such Laws. Neither the Company nor any Company Subsidiary has received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending, and there are no such proceedings threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding writ, injunction, decree, order or judgment or of any pending proceedingClosing Date) shall be Contributed Assets.

Properties and Assets. (a) The Company and each of its Subsidiaries has (i) good and valid title to all of the material Other than properties and assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Documents, and to the knowledge of the Company, free and clear of any material Liens other than Permitted Liens, except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice and except as would not reasonably be expected to have a Material Adverse Effect, the Company has good and valid title to all of their respective properties, interests in tangible properties and assets, real and personal, reflected on the Balance Sheet or acquired since December 31, 2010, or, in the date case of such balance sheet leased properties and (ii) a assets, valid leasehold interest or other comparable Contract of use interests in all material such properties and assets (assets, or, in the case of properties in Korea, the legal right, power and authority to use and operate such properties, in each case, tangible or intangible) reflected as leased on such balance sheet, and to the knowledge of the Company, case free and clear of any material Liens all Encumbrances, other than Permitted Liens(i) Encumbrances for Taxes that are not yet due and payable or Encumbrances for Taxes being contested in good faith by an appropriate proceeding for which adequate reserves have been established, except (ii) any mechanics Encumbrance or similar Encumbrance for such leases labor, materials or comparable Contracts terminated supplies incurred in the ordinary course of business consistent for amounts that are not delinquent, (iii) any Encumbrance (other than those relating to Taxes, mechanics Encumbrances or similar Encumbrance for labor, materials or supplies) that may arise by operation of law, and (iv) any Encumbrance that individually, or when aggregated with past practice since the date of such balance sheetany other Encumbrances, is not material (“Permitted Encumbrances”). (b) The Company Disclosure Letter sets forth (i) a true and complete list of all There is no real property leasedowned by the Company. All leases for leased real property of the Company as of the date hereof are in full force and effect, subleased are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default (or otherwise occupied event which with notice or the lapse of time, or both, would constitute a material default) that would give rise to a claim thereunder. Since December 31, 2008, no lease has been materially amended or modified and the Company has not received notice that any such leases will be materially amended or modified within two (2) years following the Closing (including without limitation with respect to rental rates, leased space, rental terms, etc.). Since December 31, 2008, no termination notice has been served by the Company or any Company Subsidiary (collectively, landlord. The premises leased pursuant to the “Leased Real Property”), (iileases listed in Section 5.11(b) the address for each parcel of Leased Real Property, (iii) a description of the applicable Contract relating thereto and (iv) the current rent amounts payable have not been subleased by the Company. The Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien entered into by the Company or any Company Subsidiarycurrently in compliance in all material respects with all obligations under all leases, including without limitation any right to the use or occupancy payment of any Leased Real Property, other than Permitted Liens. Each Lease Agreement is, with respect to the Company or the applicable Company Subsidiary, a valid all rents and subsisting agreement in full force and effect and constitutes a valid and binding obligation of the Company or the applicable Company Subsidiary, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and to general equity principlesservice charges. (c) Each parcel of Leased Real Property isThe facilities, to the knowledge of property and equipment owned, leased or otherwise used by the Company or are in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear), and suitable for the applicable Company Subsidiarypurposes for which they are currently used, except, in material compliance with all existing material Laws applicable each case, as would not reasonably be expected to such Leased Real Property, and neither the Company nor any Company Subsidiary has received written notice from any Governmental Entity regarding non-compliance with respect to such Laws. Neither the Company nor any Company Subsidiary has received written notice of any proceedings result in eminent domain, condemnation or other similar proceedings that are pending, and there are no such proceedings threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding writ, injunction, decree, order or judgment or of any pending proceedinga Material Adverse Effect.

Properties and Assets. (a) The Company and each of its Subsidiaries has (iSection 3.14(a) good and valid title to all of the material properties and assets reflected as owned on the most recent balance sheet of the Company contained Disclosure Schedule lists all real property currently owned in fee simple (or the equivalent under applicable Law) by an Acquired Company (the “Owned Real Property”) and identifies for each the owner, location (including street address) and principal uses thereof. (b) Section 3.14(b) of the Company SEC DocumentsDisclosure Schedule lists all material real property currently leased by an Acquired Company (the “Leased Real Property,” and together with the Owned Real Property, the “Company Real Property”) and identifies for each the lessee, lessor, location (including street address) and principal uses thereof. The Company has made available to Parent correct and complete copies of each Contract relating to the Leased Real Property (including any and all modifications, supplements and amendments thereto and any and all renewals or extensions thereof, each a “Lease”). Each Lease is the legal, valid, binding, and enforceable obligation of the Acquired Company that is lessee thereunder, and, to the Company’s knowledge, the Lease is in full force and effect and the binding obligation of the other parties thereto and will continue to be the legal, valid, binding, and enforceable obligation of the applicable Acquired Company following the Closing. No Acquired Company has received any written notice that it is in material Breach under any Lease (which Breach has not been cured), and to the Company’s knowledge no Acquired Company or any other party to such Lease is in material Breach under any such Lease, and, subject to receipt of the Consents listed in Section 3.3(e) of the Company Disclosure Schedule, no event has occurred, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material Breach by an Acquired Company or, to the Company’s knowledge, any other party under such Lease. (c) With respect to each parcel of Company Real Property: (i) an Acquired Company holds good and marketable fee simple (or the equivalent under applicable Law) title to, or, with respect to the Leased Real Property, a valid leasehold interest in, the parcel (and, with respect to each parcel of Owned Real Property, all buildings, structures, fixtures and improvements thereon), free and clear of any material Liens Encumbrances other than Permitted LiensEncumbrances; (ii) except for Permitted Encumbrances, no Acquired Company has leased, subleased or otherwise granted to any Third Party any right to occupy or use the parcel or any material portion thereof and, with respect to the Owned Real Property, there are no outstanding options or rights of first refusal to purchase the parcel or any portion thereof or interest therein; (iii) to the Company’s knowledge, there are no facts, circumstances or conditions that have materially interfered, or would reasonably be expected to materially interfere, with the current or currently proposed uses of the parcel; (iv) there are no pending or, to the Company’s knowledge, threatened condemnation, zoning or other Proceedings; and (v) the parcel is being used and occupied in compliance with all applicable Laws, except for properties Breaches the consequences of which would not reasonably be expected to, individually or assets that have been sold or disposed of in the ordinary course of business consistent aggregate, materially interfere with past practice since the date occupation or use of such balance sheet parcel as currently occupied or used by an Acquired Company. (d) An Acquired Company has good and (ii) marketable title to, or a valid leasehold interest or other comparable Contract of use in in, all material properties machinery, equipment and other tangible assets (used by the Acquired Companies or which are reflected in the Latest Company Balance Sheet or acquired after the date thereof, in each case, tangible or intangible) reflected as leased on such balance sheet, and to the knowledge of the Company, case free and clear of any material Liens Encumbrances other than Permitted LiensEncumbrances, except for such leases or comparable Contracts terminated assets and properties disposed of in the ordinary course Ordinary Course of business consistent with past practice Business or as otherwise permitted under this Agreement since the date of such balance sheetthe Latest Company Balance Sheet. (b) The Company Disclosure Letter sets forth (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each parcel of Leased Real Property, (iii) a description of the applicable Contract relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien entered into by the Company or any Company Subsidiary, including without limitation any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. Each Lease Agreement is, with respect to the Company or the applicable Company Subsidiary, a valid and subsisting agreement in full force and effect and constitutes a valid and binding obligation of the Company or the applicable Company Subsidiary, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and to general equity principles. (c) Each parcel of Leased Real Property is, to the knowledge of the Company or the applicable Company Subsidiary, in material compliance with all existing material Laws applicable to such Leased Real Property, and neither the Company nor any Company Subsidiary has received written notice from any Governmental Entity regarding non-compliance with respect to such Laws. Neither the Company nor any Company Subsidiary has received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending, and there are no such proceedings threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding writ, injunction, decree, order or judgment or of any pending proceeding.

Properties and Assets. (a) The Each of Company and each of its Subsidiaries has (i) owns good and valid marketable title to all of the material properties and assets reflected as owned on the most recent balance sheet of the Company contained in the Company SEC Documents, and that are material to the knowledge of the Companyits business (other than assets held under valid leases or licenses), free and clear of any material Liens other than Permitted all Liens, except those Liens for Taxes not yet due and payable and such other Liens or minor imperfections of title, if any, that do not materially detract from the value or interfere with the present use of the affected property or asset. Such properties or assets that have been sold or disposed of in the ordinary course of business consistent and assets, together with past practice since the date of such balance sheet and (ii) a valid leasehold interest or other comparable Contract of use in all material properties and assets (in each caseheld by Company and its Subsidiaries under leases or licenses, include all tangible and intangible property, assets, Contracts and rights necessary or intangible) reflected as leased on such balance sheet, and to required for the knowledge operation of the Company, free business of Company and clear of any material Liens other than Permitted Liens, except for such leases or comparable Contracts terminated in the ordinary course of business consistent with past practice since the date of such balance sheetits Subsidiaries as presently conducted. (b) The Schedule 3.17(b) to the Company Disclosure Letter sets forth (i) Schedule contains a true and complete list of all real property Properties owned by Company or any Subsidiary (collectively, the “Owned Real Property”) and for each parcel of Owned Real Property, contains a correct street address of such Owned Real Property. Copies of title reports or policies obtained by Company with respect to each of the Owned Real Property have previously been made available to Purchaser. (c) Schedule 3.17(c) to the Company Disclosure Schedule contains a true and complete list of all Properties leased, subleased subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the “Leased Real Property”), (ii) the address and for each parcel of Leased Real Property, (iii) a description identifies the street address of the applicable Contract relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each such Leased Real Property. No Lease Agreement is subject to any Lien entered into by the True and complete copies of all agreements under which Company or any Subsidiary is the landlord, sublandlord, tenant, subtenant, or occupant (each a “Real Property Lease”) that have not been terminated or expired as of the date hereof have been made available to Purchaser. Each Real Property Lease is a valid and binding obligation of Company Subsidiaryor a Subsidiary and is in full force and effect. There is no default under any Real Property Lease either by Company or the Subsidiaries party thereto or, including without limitation to Company’s knowledge, by any right to other party thereto, and no event has occurred that, with the use lapse of time or occupancy the giving of notice or both, would constitute a default by Company or any Subsidiary thereunder. (d) Company or one of its Subsidiaries has exclusive possession of all of the Leased Real Property, other than Permitted Liensany occupancy rights granted under the Real Property Leases. Each Lease Agreement isOther than the Real Property Leases, with respect none of the Owned Real Properties or the Leased Real Properties is subject to any lease, sublease, license or other written agreement to which Company or any Subsidiary is a party granting to any other Person any right to the Company use, occupancy or the applicable Company Subsidiary, a valid and subsisting agreement in full force and effect and constitutes a valid and binding obligation enjoyment of the Company such Owned Real Property or the applicable Company Subsidiary, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and to general equity principles. (c) Each parcel of Leased Real Property isor any part thereof. There does not exist any pending or, to the knowledge of the Company Company’s knowledge, threatened condemnation or the applicable Company Subsidiary, in material compliance with all existing material Laws applicable to such eminent domain proceedings that affect any Owned Real Property or Leased Real Property, and neither the Company nor any Company Subsidiary of its Subsidiaries has received written notice from any Governmental Entity regarding non-compliance with respect to such Laws. Neither the Company nor any Company Subsidiary has received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending, and there are no such proceedings threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence intention of any outstanding writGovernmental Entity or other Person to take or use any Owned Real Property or Leased Real Property. (e) The improvements constructed on the Owned Real Property and Leased Real Property are (i) insured by commercial property insurance for replacement costs, injunctionsubject to self retained limits, decreeand by commercial general liability insurance to the extent and in a manner that is customary in the industry for commercial general liability coverage, order or judgment or subject to self retained limits; and (ii) in good operating condition and repair, subject to ordinary wear and tear. The improvements constructed on the Owned Real Property and Leased Real Property are supplied with all utilities, including water, sewage disposal, electricity, gas, telephone and other services necessary for the operation of such improvements as currently operated, and, to the knowledge of Company, there is no condition which would reasonably be expected to result in the termination of the present access from any pending proceedingimprovements to such utility services.

Properties and Assets. (a) The Company and each of its Subsidiaries has (i) good and valid title to, or a valid leasehold interest in, all the properties and assets which it purports to own or lease (real, tangible, personal and mixed), including all of the material properties and assets reflected as owned on in the most recent balance sheet Company Balance Sheet (except for personal property sold since the date of the Company contained in the Company SEC Documents, and to the knowledge of the Company, free and clear of any material Liens other than Permitted Liens, except for properties or assets that have been sold or disposed of Balance Sheet in the ordinary course of business consistent with past practice since the date of such balance sheet and (ii) a valid leasehold interest or other comparable Contract of use in all material practice). All properties and assets (reflected in each case, tangible or intangible) reflected as leased on such balance sheet, and to the knowledge of the Company, Company Balance Sheet are free and clear of any material Liens other than Permitted all Liens, except for such leases Liens reflected on the Company Balance Sheet and Liens for current taxes not yet due and other Liens that do not materially impair the use or comparable Contracts terminated in operation of the ordinary course of business consistent with past practice since the date of such balance sheetproperty or assets subject thereto. (b) The Section 4.15 of the Company Disclosure Letter Schedule sets forth (i) a true true, complete and complete correct list of all real property owned, leased, subleased or otherwise occupied licensed by the Company and the location of such premises. All material real property leases, licenses or any other occupancy agreements to which the Company Subsidiary is a party (collectively, the “Leased Company Real PropertyProperty Leases”) are either filed as exhibits to the Company SEC Reports or complete copies thereof have been delivered to or made available to Parent. Section 4.15 of the Company Disclosure Schedule lists all Company Real Property Leases other than the Company Real Property Leases which are listed as an exhibit to the Company’s most recent annual report on Form 10-K or a subsequent quarterly report on Form 10-Q. (c) As of the date of this Agreement, (i) all Company Real Property Leases are in full force and effect (except as such enforceability may be subject to Laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of Law governing specific performance, injunctive relief or other equitable remedies), (ii) there is no existing material default by the address for each parcel Company under any of Leased the Company Real PropertyProperty Leases, except such defaults as have been waived in writing, (iii) a description of the applicable Contract relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien entered into by the Company or any Company Subsidiary, including without limitation any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. Each Lease Agreement is, no event has occurred with respect to the Company which, with notice or the applicable Company Subsidiarylapse of time or both, would constitute a valid and subsisting agreement in full force and effect and constitutes a valid and binding obligation default of any of the Company or the applicable Company Subsidiary, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws, now or hereafter in effect, affecting creditors’ rights generallyReal Property Leases, and to general equity principles. (civ) Each parcel of Leased Real Property is, to the knowledge of the Company or the applicable Company SubsidiaryCompany’s knowledge, in material compliance with all existing material Laws applicable to such Leased Real Property, and neither the Company nor any Company Subsidiary has received written notice from any Governmental Entity regarding non-compliance with respect to such Laws. Neither the Company nor any Company Subsidiary has received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending, and there are no such proceedings threatened in writing, affecting defaults of any portion material obligations of any party other than the Leased Company under any Company Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding writ, injunction, decree, order or judgment or of any pending proceedingLease.

Properties and Assets. (a) The Asset Selling Entities do not own any real property that is used primarily in the Business. The Conveyed Companies do not own any real property. (b) The Asset Selling Entities do not have any leasehold interests in real property that is used primarily in the Business. Schedule 3.12(b) of the Seller Disclosure Letter sets forth a list as of the date hereof of each Real Property Lease, and all leasehold interests (including any prepaid rent, security deposits or options to renew or purchase in connection therewith) in real property of the Conveyed Companies used primarily in the Business. True and complete copies of all leases (together with all amendments, modifications or supplements thereto) set forth on Schedule 3.12(b) of the Seller Disclosure Letter have been made available to Purchaser. Each lease set forth on Schedule 3.12(b) of the Seller Disclosure Letter is in full force and effect and there exists no breach, default or event of default by the applicable Conveyed Company or, to the Knowledge of Seller, any other party to any such lease, with respect to any material term or provision of any such lease, in each case which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the Knowledge of Seller, there does not exist any actual condemnation or eminent domain proceedings that affect any Leased Real Property or any part thereof, and none of the Conveyed Companies or Seller has received any written notice of the intention of any Governmental Authority or other Person to take or use all or any part thereof. (c) Except as set forth in Schedule 2.2(a) or Schedule 3.12(c) of the Seller Disclosure Letter, each of its Subsidiaries Asset Selling Entity and Conveyed Company has (i) good and marketable title to, or a valid title to leasehold interest in, all of the items of material properties and assets reflected as owned on the most recent balance sheet of the Company contained tangible personal property used in the Company SEC Documents, and Business (except as sold or disposed of subsequent to the knowledge date thereof in the ordinary course of the Companybusiness and not in violation of this Agreement), free and clear of any material Liens other than Permitted and all Liens. All such items of tangible personal property which, except for properties individually or assets that have been sold or disposed of in the aggregate, are material to the operation of the business of the Conveyed Company are in good operating condition and in a state of good maintenance and repair (ordinary course wear and tear excepted). Schedule 2.2(a) and Schedule 3.12(c) of business consistent with past practice since the Seller Disclosure Letter set forth a list of leases of personal property held by each Asset Selling Entity and Conveyed Company, respectively, as of the date of such balance sheet and (ii) a valid leasehold interest or other comparable Contract of use in all this Agreement that are material properties and assets (in each case, tangible or intangible) reflected as leased on such balance sheet, and to the knowledge operation of the Company, free and clear of any material Liens other than Permitted Liens, except for such leases or comparable Contracts terminated in the ordinary course of business consistent with past practice since the date of such balance sheetBusiness. (bd) The Company Disclosure Letter sets forth (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address for each parcel of Leased Real Property, (iii) a description aggregate book value of the applicable Contract fixed assets of the Asset Selling Entities relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property. No Lease Agreement is subject to any Lien entered into by the Company or any Company Subsidiary, including without limitation any right primarily to the use or occupancy of any Leased Real Property, other than Permitted Liens. Each Lease Agreement is, with respect to Business and the Company or the applicable Company Subsidiary, a valid and subsisting agreement in full force and effect and constitutes a valid and binding obligation fixed assets of the Company or Conveyed Companies, excluding the applicable Company SubsidiaryExcluded Assets, subject to applicable bankruptcyas of September 28, insolvency2012 is $5,537,040, reorganizationas determined in accordance with Seller’s accounting policies, moratorium or similar Lawsprinciples, now or hereafter in effect, affecting creditors’ rights generally, practices and to general equity principlesmethodologies. (c) Each parcel of Leased Real Property is, to the knowledge of the Company or the applicable Company Subsidiary, in material compliance with all existing material Laws applicable to such Leased Real Property, and neither the Company nor any Company Subsidiary has received written notice from any Governmental Entity regarding non-compliance with respect to such Laws. Neither the Company nor any Company Subsidiary has received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending, and there are no such proceedings threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding writ, injunction, decree, order or judgment or of any pending proceeding.

Properties and Assets. (a) The Company and each of its the Company Subsidiaries has (i) have good and valid title to to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of the its material real properties and tangible assets. All such material assets reflected as owned on and real properties, other than assets and real properties in which the most recent balance sheet Company or any of the Company contained in the Company SEC DocumentsSubsidiaries has leasehold interests, and to the knowledge of the Company, are free and clear of any material Liens other than Permitted all Liens, except for properties or assets that have been sold or disposed of in the ordinary course of business consistent with past practice since the date of such balance sheet and (ii) a valid leasehold interest or other comparable Contract of use in all material properties and assets (in each case, tangible or intangible) reflected as leased on such balance sheet, and to the knowledge of the Company, free and clear of any material Liens other than Permitted Liens, except for such leases or comparable Contracts terminated in the ordinary course of business consistent with past practice since the date of such balance sheet. (b) The Neither the Company nor any Company Subsidiary owns or, since January 1, 2005, has owned, any real property. (c) Section 3.18(c) of the Company Disclosure Letter Schedule sets forth forth, as of the date of this Agreement, (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any Company Subsidiary (collectively, the “Leased Real Property”), (ii) the address location for each parcel of Leased Real Property, (iii) a description of the applicable Contract relating thereto and (iv) the current rent amounts payable by the Company or any Company Subsidiary related to each Leased Real Property and (iv) the expiration date of the Lease Agreement related to such Leased Real Property. No Lease Agreement is subject to any Lien entered into by the Company or any Company Subsidiary, including without limitation any right to the use or occupancy of any Leased Real Property, other than Permitted Liens. Each Lease Agreement is, with respect to No person other than the Company or a Company Subsidiary has any right (whether by lease, sublease, license or otherwise) to use or occupy all or any portion of the applicable Leased Real Property. (d) The Company Subsidiary, and the Company Subsidiaries have a valid and subsisting agreement existing interest in full force and effect and constitutes a valid and binding obligation of the Company or the applicable Company Subsidiary, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and to general equity principles. (c) Each parcel of Leased Real Property is, to the knowledge of the Company or the applicable Company Subsidiary, in material compliance with all existing material Laws applicable to such Leased Real Property, and neither the Company and the Company Subsidiaries enjoy peaceful and undisturbed possession of the Leased Real Property. The Leased Real Property constitutes all of the real property used by the Company and the Company Subsidiaries in the operation of the business of the Company and the Company Subsidiaries. Neither the Company nor any Company Subsidiary has received any written notice from any Governmental Entity regarding non-compliance with respect to such Lawsthe ownership, lease, occupancy or use of the Leased Real Property that would reasonably be expected to materially and adversely affect the rights of the Company or any Company Subsidiary or constitute a material violation of Laws applicable to the Leased Real Property. Neither the Company nor any Company Subsidiary has received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending, and there are no such proceedings pending or threatened in writing, affecting any portion of the Leased Real Property and neither the Company nor any Company Subsidiary has received written notice of the existence of any outstanding writ, injunction, decree, order or judgment or of any pending proceedingProperty.