Common use of Properties and Assets Clause in Contracts

Properties and Assets. (a) Neither the Company nor any of its Subsidiaries owns, or has ever owned, any real property. (b) None of the Company Leases has been assigned by the Company or a Subsidiary in favour of any person. The current uses of each property subject to a Company Lease comply with Law. Except as disclosed in Section 14(b) of the Company Disclosure Letter, no consent is required nor is any notice required to be given under any Company Lease by any party thereto or any other person in connection with the completion of the Transactions in order to maintain all rights of the Company or a Subsidiary, as the case may be, under such Company Lease. The completion of the Transactions will not afford any party to any of the Company Leases or any other person the right to terminate any Company Lease nor will the completion of such transactions result in any additional or more onerous obligation on the Company or a Subsidiary, as the case may be, under any Company Lease. (c) The machinery, equipment, furniture, fixtures and other tangible personal property and assets owned, leased or used by the Company or any of its Subsidiaries (the “Assets”) are in good operating condition and repair, ordinary wear and tear excepted, in the aggregate, sufficient and adequate to carry on their respective businesses in all material respects as presently conducted or over the last twelve months prior to the date hereof, and the Company and its Subsidiaries are in possession of and have good title to, or valid leasehold interests in or valid rights under contract to use, such Assets that are material to the Company and its Subsidiaries, taken as a whole, free and clear of all Liens, except for Permitted Liens.

Properties and Assets. (a) Neither the The Company nor any and each of its Subsidiaries ownshas good and marketable title to, or has ever ownedin the case of leased property and leased tangible assets, any real property. (b) None valid leasehold interests in, all of the Company Leases has been assigned by real property and tangible assets used in the Company or a Subsidiary in favour conduct of any person. The current uses of each its business and all such property subject to a Company Lease comply with Law. Except as disclosed in Section 14(b) of the Company Disclosure Letterand assets, no consent is required nor is any notice required to be given under any Company Lease by any party thereto or any other person in connection with the completion of the Transactions in order to maintain all rights of the Company or a Subsidiary, as the case may be, under such Company Lease. The completion of the Transactions will not afford any party to any of the Company Leases or any other person the right to terminate any Company Lease nor will the completion of such transactions result in any additional or more onerous obligation on the Company or a Subsidiary, as the case may be, under any Company Lease. (c) The machinery, equipment, furniture, fixtures and other tangible personal than real property and assets owned, leased or used by in which the Company or any of its Subsidiaries (the “Assets”) has leasehold interests, are in good operating condition and repair, ordinary wear and tear excepted, in the aggregate, sufficient and adequate to carry on their respective businesses in all material respects as presently conducted or over the last twelve months prior to the date hereof, and the Company and its Subsidiaries are in possession of and have good title to, or valid leasehold interests in or valid rights under contract to use, such Assets that are material to the Company and its Subsidiaries, taken as a whole, free and clear of all Liens, except for Permitted Liens. (b) Neither the Company nor any Subsidiary owns any real property, nor has the Company or any Subsidiary ever owned any real property. Section 4.13(b) of the Disclosure Schedules sets forth a complete and correct list of all real property leased by the Company or any of its Subsidiaries (each a “Leased Real Property”). With respect to each Leased Real Property, neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone a right to use or occupy such Leased Real Property or any portion thereof. The Company and each of its Subsidiaries enjoy peaceful and undisturbed possession of each Leased Real Property. Each Leased Real Property is in good condition and does not require any maintenance or repairs that are material in nature or cost, and satisfactorily serves the purposes for which it is used in the business of the Company and its Subsidiaries. (c) The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Company or any of its Subsidiaries, together with all other properties and assets of the Company or any of its Subsidiaries, are sufficient for the continued conduct of the Company’s business and each Subsidiary’s business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Company and each of its Subsidiaries as currently conducted.

Properties and Assets. (a) Neither the The Company nor any of and its Subsidiaries ownshave good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Company's Most Recent Balance Sheet or has ever ownedacquired since the Company's Most Recent Balance Sheet Date, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens, except to the extent any real propertyfailure would not be reasonably expected to have a Company Material Adverse Effect. (b) None The Company Disclosure Schedule sets forth a true, complete and correct list of the Company Leases has been assigned each parcel of real property owned or leased by the Company or a Subsidiary in favour any of any personits Subsidiaries. The current uses of each All leases for leased real property subject to a Company Lease comply with Law. Except as disclosed in Section 14(b) of the Company Disclosure Letterare in full force and effect, no consent are valid and effective in accordance with their respective terms except where any such failure would not reasonably be expected to have a Company Material Adverse Effect, and there is required nor is any notice required to be given under any Company Lease by any party thereto or any other person in connection with the completion of the Transactions in order to maintain all rights of the Company or a Subsidiary, as the case may be, under such Company Lease. The completion of the Transactions will not afford any party to any of the Company Leases or any other person the right to terminate any Company Lease nor will the completion of such transactions result in any additional or more onerous obligation on the Company or a Subsidiary, as the case may benot, under any Company Leaseof such leases, any existing default or event of default (or event which with notice or the lapse of time, or both, would constitute a default) that would give rise to a material claim. (c) The machineryfacilities, equipment, furniture, fixtures and other tangible personal property and assets equipment owned, leased or otherwise used by the Company or any of its Subsidiaries (the “Assets”) are in good operating condition an acceptable state of maintenance and repair, ordinary free from material defects and in operating condition (subject to normal wear and tear excepted, in the aggregate, sufficient and adequate to carry on their respective businesses in all material respects as presently conducted or over the last twelve months prior to the date hereoftear), and suitable for the purposes for which they are presently used. (d) All tangible assets which are leased by the Company or any of its Subsidiaries have been maintained such that at each such termination of the lease such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto. (e) From and after the Effective Time, the tangible assets owned or leased by the Surviving Corporation, together with its intangible assets are, when utilized by a labor force substantially similar to that employed by the Company and its Subsidiaries are in possession substantially on the date hereof, adequate to conduct the business and operations of and have good title to, or valid leasehold interests in or valid rights under contract to use, such Assets that are material to the Company and its Subsidiaries, taken Subsidiaries as a whole, free and clear of all Liens, except for Permitted Lienscurrently conducted.

Properties and Assets. (a) Neither the Company nor any of its Subsidiaries owns, or has ever owned, any real property. (b) None of the Company Leases has been assigned by the Company or a Subsidiary in favour of any person. The current uses of each property subject to a Company Lease comply with Law. Except as disclosed set forth in Section 14(b3.16(a) of the Company Disclosure LetterSchedule, no consent is required nor is any notice required to be given under any (i) the Company Lease by any party thereto or any other person in connection with and the completion of the Transactions in order to maintain all rights Subsidiaries of the Company or a Subsidiaryhave good and valid title to, as or, in the case may beof leased properties and assets, under such Company Lease. The completion valid leasehold interests in, all of their material tangible properties and assets, real and personal, used or held for use in their businesses as currently conducted or shown on the Transactions will not afford any party to any most recent consolidated balance sheet of the Company Leases included in the Company SEC Documents prior to the date hereof or any other person acquired thereafter (except for properties and assets disposed of in the right to terminate any Company Lease nor will ordinary course of business consistent with past practice after the completion date of such transactions result in balance sheet), free and clear of any additional or more onerous obligation on Liens, except Permitted Liens, (ii) the assets and properties of the Company and its Subsidiaries, taken as a whole, whether owned or a Subsidiaryleased, as constitute all of the case may be, under any Company Lease. (c) The machinery, equipment, furniture, fixtures material assets and other tangible personal property properties which are necessary to conduct the business and assets owned, leased or used by operations of the Company or any and its Subsidiaries as currently conducted and (iii) all of the material property, plant and equipment of the Company and each of its Subsidiaries (the “Assets”) are has been maintained in good reasonable operating condition and repair, ordinary wear and tear excepted, in the aggregate, and is sufficient and adequate to carry on their respective businesses in all material respects as presently conducted or over the last twelve months prior to the date hereof, and permit the Company and its Subsidiaries are to conduct their operations as currently conducted. (b) Neither the Company nor any Subsidiary of the Company owns in fee any real property (“Owned Real Property”). (c) Section 3.16(c) of the Company Disclosure Schedule sets forth a complete and correct list of all material real property leased, subleased or licensed by the Company or any Subsidiary of the Company (collectively, the “Leased Real Property” or, the “Real Property”). The Company has heretofore made available to Merger Sub true and complete copies of all leases, subleases, licenses and other agreements under which the Company and/or any Subsidiary of the Company uses or occupies or has the right to use or occupy, now or in the future, any Leased Real Property, including all modifications, amendments and supplements thereto (collectively, the “Real Property Leases”). With respect to the Leased Real Property, except as disclosed in Section 3.16(c) of the Company Disclosure Schedule or as would not reasonably be expected to have a Company Material Adverse Effect: (i) the Company or the applicable Subsidiary of the Company enjoys peaceful and undisturbed possession of the premises leased pursuant to each Real Property Lease; (ii) the current use of the premises leased, subleased or licensed under each Real Property Lease complies with the terms of such Real Property Lease; (iii) no Real Property Lease has been assigned, mortgaged, hypothecated or otherwise encumbered; and have good title to(iv) neither the Company nor any Subsidiary of the Company has, nor, to the Company’s knowledge, has any other party thereto (including the lessor or valid leasehold interests sublessor thereunder) waived in writing any material terms or valid rights under contract conditions of any Real Property Lease. (d) Section 3.16(d) of the Company Disclosure Schedule sets forth a true, correct and complete list of each material lease, sublease, license or other agreement executed by the Company or any Subsidiary of the Company granting to any third party a right to the use, such Assets that are material occupancy or enjoyment of any Real Property or any portion thereof (the “Real Property Subleases”). The Company has heretofore made available to the Company Merger Sub true and its Subsidiaries, taken as a whole, free and clear complete copies of all LiensReal Property Subleases (including all amendments, except for Permitted Liensmodifications, supplements, and extensions thereof).

Properties and Assets. (a) Neither Section 5.8(a) of the Parent Disclosure Schedule sets forth a complete and accurate list of all physical properties and assets, in each case with a fair market value in excess of $100,000, that are owned, leased or used by any Acquired Company nor as of the date hereof. With respect to physical properties and assets that an Acquired Company purports to own, except as set forth on Section 5.8(a) of the Parent Disclosure Schedule, such Acquired Company has good and marketable title to such properties and assets free and clear of all Liens other than Permitted Liens. With respect to physical properties and assets that are leased by an Acquired Company, such Acquired Company has a valid leasehold interest in such properties and assets free and clear of all Liens, other than Permitted Liens. The Acquired Companies own, lease under valid leases or otherwise have all necessary right to use all physical properties or assets necessary for the conduct of their business as currently conducted or as presently proposed to be conducted by the Acquired Companies. No physical properties or assets related to or used by any Acquired Company are owned or leased by any Seller or any Affiliate of any Seller or any Acquired Company (other than another Acquired Company) or, except as set forth on Section 5.8(a) of the Parent Disclosure Schedule, any portfolio company of Oak. The execution and delivery of this Agreement and the Ancillary Agreements contemplated hereby, and the consummation of the Contemplated Transactions will not adversely affect or otherwise impair the ability of the Acquired Companies to use, and fully to enjoy the benefits of all of, the physical properties and assets which are currently employed, owned or leased by any of its Subsidiaries ownsthe Acquired Companies or necessary in the conduct of their business and immediately upon consummation of the Contemplated Transactions, the Acquired Companies will be entitled to continue to use all the physical properties and assets which are currently employed, owned or has ever ownedleased, by any real propertyof the Acquired Companies or necessary in the conduct of their business. (b) None of the Company Leases has been assigned by the Company or a Subsidiary in favour of any person. The current uses of each property subject to a Company Lease comply with Law. Except as disclosed in Section 14(b) of the Company Disclosure Letter, no consent is required nor is any notice required to be given under any Company Lease by any party thereto or any other person in connection with the completion of the Transactions in order to maintain all rights of the Company or a Subsidiary, as the case may be, under such Company Lease. The completion of the Transactions will not afford any party to any of the Company Leases or any other person the right to terminate any Company Lease nor will the completion of such transactions result in any additional or more onerous obligation on the Company or a Subsidiary, as the case may be, under any Company Lease. (c) The machinery, equipment, furniture, fixtures and other tangible personal property physical properties and assets that are owned, leased or used by the Company or any of its Subsidiaries (the “Assets”) Acquired Companies are in good and serviceable operating condition and repaircondition, subject to ordinary wear and tear exceptedtear, free from any material defect and are not in the aggregateneed of maintenance or repairs except for ordinary, sufficient routine maintenance and adequate to carry on their respective businesses in all material respects as presently conducted or over the last twelve months prior to the date hereof, and the Company and its Subsidiaries are in possession of and have good title to, or valid leasehold interests in or valid rights under contract to use, such Assets repairs that are not material to in nature or cost and are suitable for the Company and its Subsidiaries, taken as a whole, free and clear of all Liens, except purposes for Permitted Lienswhich they are currently being used.

Properties and Assets. (a) Neither Except as set forth in the Company nor any of Disclosure Schedule, the Company and its Subsidiaries ownshave good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Company's Most Recent Balance Sheet or has ever ownedacquired since the Company's Most Recent Balance Sheet Date, any real propertyor, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clean of all Liens. (b) None The Company Disclosure Schedule sets forth a true, complete and correct list of the Company Leases has been assigned each parcel of real property owned or leased by the Company or a Subsidiary in favour any of any personits Subsidiaries. The current uses of each All leases for leased real property subject to a Company Lease comply with Law. Except as disclosed in Section 14(b) of the Company Disclosure Letterare in full force and effect, no consent are valid and effective in accordance with their respective terms except where any such failure would not reasonably be expected to have a Company Material Adverse Effect, and there is required nor is any notice required to be given under any Company Lease by any party thereto or any other person in connection with the completion of the Transactions in order to maintain all rights of the Company or a Subsidiary, as the case may be, under such Company Lease. The completion of the Transactions will not afford any party to any of the Company Leases or any other person the right to terminate any Company Lease nor will the completion of such transactions result in any additional or more onerous obligation on the Company or a Subsidiary, as the case may benot, under any Company Leaseof such leases, any existing default or event of default (or event which with notice or the lapse of time, or both, would constitute a default) that would give rise to a material claim. (c) The machineryfacilities, equipment, furniture, fixtures and other tangible personal property and assets equipment owned, leased or otherwise used by the Company or any of its Subsidiaries (the “Assets”) are in a good state of maintenance and repair, free from material defects and in good operating condition and repair, ordinary (subject to normal wear and tear excepted, in the aggregate, sufficient and adequate to carry on their respective businesses in all material respects as presently conducted or over the last twelve months prior to the date hereoftear), and suitable for the purposes of the manufacture of orthopedic devices. (d) All tangible assets which are leased by the Company or any of its Subsidiaries have been maintained with the manufacturers' standards and specifications required by each such lease such that at each such termination of the lease such assets can be returned to their owner without any further material obligation on the part of the Company or any of its Subsidiaries with respect thereto. (e) At the Effective Time, the tangible and intangible assets (including leased assets) that will be acquired by the Surviving Corporation as a result of the Merger shall be, when utilized by a labor force substantially similar to that employed by the Company and its Subsidiaries are in possession on the date hereof, adequate to conduct the manufacture and distribution of and have good title to, or valid leasehold interests in or valid rights under contract to use, such Assets that are material to orthopedic devices as currently conducted by the Company and its Subsidiaries, taken as a whole, free and clear of all Liens, except for Permitted Liens.

Properties and Assets. (a) Neither The Company and the Company nor any Subsidiaries have good and valid title to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of its Subsidiaries ownsmaterial real properties and tangible assets. All such material assets and real properties, or has ever owned, any other than assets and real property. (b) None of the Company Leases has been assigned by the Company or a Subsidiary properties in favour of any person. The current uses of each property subject to a Company Lease comply with Law. Except as disclosed in Section 14(b) of the Company Disclosure Letter, no consent is required nor is any notice required to be given under any Company Lease by any party thereto or any other person in connection with the completion of the Transactions in order to maintain all rights of the Company or a Subsidiary, as the case may be, under such Company Lease. The completion of the Transactions will not afford any party to any of the Company Leases or any other person the right to terminate any Company Lease nor will the completion of such transactions result in any additional or more onerous obligation on the Company or a Subsidiary, as the case may be, under any Company Lease. (c) The machinery, equipment, furniture, fixtures and other tangible personal property and assets owned, leased or used by which the Company or any of its Subsidiaries (the “Assets”) are in good operating condition and repair, ordinary wear and tear excepted, in the aggregate, sufficient and adequate to carry on their respective businesses in all material respects as presently conducted or over the last twelve months prior to the date hereof, and the Company and its Subsidiaries has leasehold interests, are in possession of and have good title to, or valid leasehold interests in or valid rights under contract to use, such Assets that are material to the Company and its Subsidiaries, taken as a whole, free and clear of all Liens, except for Permitted Liens. (b) Neither the Company nor any Company Subsidiary owns or has since January 1, 2007 owned any real property. (c) Section 3.18(c) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, (A) 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), (B) the address for each Leased Real Property, (C) a true and complete list of the applicable leases, subleases or other agreements therefor and any and all amendments, modifications, side letters relating thereto and (D) the current rent amounts payable by the Company or any Company Subsidiary related to each material Leased Real Property. No Lease Agreement is subject to any Lien other than Permitted Liens. 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 Leased Real Property. (d) The Company and the Company Subsidiaries have a valid and existing interest in the Leased Real Property, and 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 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 with respect to the ownership, lease, occupancy or use of the Leased Real Property that might materially and adversely affect the rights of the Company or any Company Subsidiary or constitute a 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 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 or of any pending proceeding, and there is no such writ, injunction, decree, order, judgment or proceeding threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Property.

Properties and Assets. (a) Neither the Company nor any of its Subsidiaries owns, or has ever owned, any real property. (b) None of the Company Leases has been assigned by the The Company or a Subsidiary in favour of any person. The current uses of each property subject to a Company Lease comply with Law. Except as disclosed in Section 14(b) of the Company Disclosure Letter, no consent is required nor is any notice required has good and marketable title to be given under any Company Lease by any party thereto or any other person in connection with the completion of the Transactions in order to maintain all rights of the Company or a Subsidiary, as the case may be, under such Company Lease. The completion of the Transactions will not afford any party to any of the Company Leases or any other person the right to terminate any Company Lease nor will the completion of such transactions result in any additional or more onerous obligation on the Company or a Subsidiary, as the case may be, under any Company Lease. (c) The machinery, equipment, furniture, fixtures and other tangible personal property and assets owned, leased or used by the Company or any of its Subsidiaries (the “Assets”) are in good operating condition and repair, ordinary wear and tear exceptedor, in the aggregatecase of leased property and leased tangible assets, sufficient a valid leasehold interest in, all of the Company’s and adequate to carry on their respective businesses in all material respects as presently conducted or over its Subsidiaries’ properties and assets, including, the last twelve months prior to the date hereof, Company Owned Real Property and the Company and its Subsidiaries are in possession of and have good title to, or valid leasehold interests in or valid rights under contract to use, such Assets that are material to the Company and its Subsidiaries, taken as a wholeLeased Real Property, free and clear of all Liens, except those Liens for Permitted 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 and assets, together with all properties and assets held by the Company and its Subsidiaries under leases or licenses, include all tangible and intangible property, assets, Contracts and rights necessary or required for the operation of the business of the Company and its Subsidiaries as presently conducted. (b) Section 3.16(b) of the Company Letter sets forth a list and brief description of (i) each parcel of real property owned by the Company or any Subsidiary of the Company (the “Company Owned Real Property”) (showing the record title holder, legal description, permanent index number, location, improvements, the uses being made thereof and any indebtedness secured by a mortgage or other Lien thereon) and (ii) each option held by the Company or any Subsidiary of the Company to acquire any real property. The occupancy and use of the Company Owned Real Property, as well as the management, maintenance, servicing and operation of the Company Owned Real Property, comply in all material respects with all applicable Laws; and all certificates of occupancy and all other Permits required by applicable Laws for the proper use and operation of the Company Owned Real Property are in full force and effect. The Company and its Subsidiaries have fulfilled and performed in all material respects all of their obligations under each of the Liens to which the Company Owned Real Property is subject, and neither the Company nor any of its Subsidiaries is in breach or default under, or in violation of or noncompliance with, any such Liens, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach, default, violation or noncompliance. The consummation of the transactions contemplated by this Agreement will not result in any breach or violation of, default under or noncompliance with, or any forfeiture or impairment of any rights under, any Lien to which the Company Owned Real Property is subject, or require any consent, approval or act of, or the making of any filing with, any Person party to or benefited by or possessing the power or authority to exercise rights or remedies under or with respect to any such Lien. All public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to the Company Owned Real Property, and the Company Owned Real Property has unlimited access to and from publicly dedicated streets, the responsibility for maintenance of which has been accepted by the appropriate Governmental Entity. To the Knowledge of the Company, there are no material defects in the roof, foundation, sprinkler mains, structural, mechanical and HVAC systems and masonry walls in any of the improvements upon the Company Owned Real Property, and no significant repairs thereof are required. 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 Owned Real Property have previously been made available by the Company to Parent. (c) Section 3.16(c) of the Company Letter sets forth a list and brief description of each lease or similar agreement (showing the parties thereto, annual rental, expiration date, renewal and purchase options, if any, the improvements thereon, the uses being made thereof, and the location and the legal description of the real property covered by such lease or other agreement) under which (i) the Company or any Subsidiary of the Company is lessee of, or holds or operates, any real property owned by any third (the “Company Leased Real Property”) or (ii) the Company or any Subsidiary of the Company is lessor of any of the Company Owned Real Property. Except as set forth in such Section, the Company has the right to quiet enjoyment of all the Company Leased Real Property for the full term of the lease or similar agreement (and any renewal option related thereto) relating thereto, and the leasehold or other interest of the Company or any Subsidiary of the Company in the Company Leased Real Property is not subject or subordinate to any Lien, except for Liens for Taxes not yet due and payable. 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 Property have previously been made available by the Company to Parent. (d) Neither the whole nor any part of the Company Owned Real Property or the Company Leased Real Property is subject to any pending suit for condemnation or other taking by any Governmental Entity, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated.

Properties and Assets. (a) Neither the Company nor any of its Subsidiaries owns, or has ever owned, any real property. (b) None of the Company Leases has been assigned by the Company or a Subsidiary in favour of any person. The current uses of each property subject to a Company Lease comply with Law. Except as disclosed set forth in Section 14(b3.16(a) of the Company Disclosure LetterSchedule, no consent is required nor is any notice required to be given under any (i) the Company Lease by any party thereto or any other person in connection with and the completion of the Transactions in order to maintain all rights Subsidiaries of the Company or a Subsidiaryhave good and valid title to, as or, in the case may beof leased properties and assets, under such Company Lease. The completion valid leasehold interests in, all of their tangible properties and assets (in each case, having a fair market value in excess of $25,000), real and personal, used or held for use in their businesses as currently conducted or shown on the Transactions will not afford any party to any most recent consolidated balance sheet of the Company Leases included in the Company SEC Documents prior to the date hereof or any other person acquired thereafter (except for properties and assets disposed of in the right to terminate any Company Lease nor will ordinary course of business consistent with past practice after the completion date of such transactions result in balance sheet), free and clear of any additional or more onerous obligation on Liens, except Permitted Liens and Aircraft Liens, (ii) the assets, rights and properties of the Company or and its Subsidiaries, taken as a Subsidiarywhole, as constitute all of the case may beassets, under any Company Lease. (c) The machinery, equipment, furniture, fixtures rights and other tangible personal property and assets owned, leased or properties which are currently used by the Company and its Subsidiaries in the operation of their businesses or any necessary to conduct their businesses and operations as currently conducted and (iii) all of the property, plant and equipment of the Company and each of its Subsidiaries (the “Assets”) are has been maintained in good reasonable operating condition and repair, ordinary wear and tear excepted, in the aggregate, and is sufficient and adequate to carry on their respective businesses in all material respects as presently conducted or over the last twelve months prior to the date hereof, and permit the Company and its Subsidiaries to conduct their operations as currently conducted. (b) Section 3.16(b) of the Company Disclosure Schedule sets forth a complete and correct list and legal description of all real property owned in fee by the Company or any Subsidiary of the Company (collectively, the “Owned Real Property”). Except as set forth in Section 3.16(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company is obligated under, or a party to, any option, right of first refusal or other contractual right to sell, assign or dispose of any Owned Real Property or any portion thereof. Except as would not reasonably be expected to have a Company Material Adverse Effect, the obligations of the Company and the Subsidiaries of the Company with regard to all applicable covenants, easements and restrictions affecting the Owned Real Property have been and are being performed in a proper and timely manner by the Company or a Subsidiary of the Company, as applicable. (c) Section 3.16(c) of the Company Disclosure Schedule sets forth a complete and correct list of all material real property leased, subleased or licensed by the Company or any Subsidiary of the Company (collectively, the “Leased Real Property” and together with the Owned Real Property, the “Real Property”). The Company has heretofore made available to Merger Sub true and complete copies of all leases, subleases, licenses and other agreements under which the Company and/or any Subsidiary of the Company uses or occupies or has the right to use or occupy, now or in the future, any Leased Real Property, including all modifications, amendments and supplements thereto (collectively, the “Real Property Leases”). With respect to the Leased Real Property, except as disclosed in Section 3.16(c) of the Company Disclosure Schedule or as would not reasonably be expected to have a Company Material Adverse Effect: (i) the Company or the applicable Subsidiary of the Company enjoys peaceful and undisturbed possession of the premises leased pursuant to each Real Property Lease; (ii) with respect to any Real Property Leases that were assigned (or deemed assigned pursuant to the terms of such Real Property Lease) or subleased to the Company or any Subsidiary of the Company by a third party, all consents to such assignments (or deemed assignments) or subleases have been obtained which were required with respect to such assignments (or deemed assignments) or subleases; (iii) the current use of the premises leased, subleased or licensed under each Real Property Lease complies with the terms of such Real Property Lease; (iv) no Real Property Lease has been assigned, mortgaged, hypothecated or otherwise encumbered; and have good title to(v) neither the Company nor any Subsidiary of the Company has, nor, to the Company’s knowledge, has any other party thereto (including the lessor or valid leasehold interests in sublessor thereunder) waived any terms or valid rights under contract conditions of any Real Property Lease. (d) With respect to each parcel of Owned Real Property: (i) there are no pending or, to the knowledge of the Company, threatened hearings, investigations, reviews, claims, actions, suits or proceedings relating to any such parcel or other matters affecting materially adversely the current use, occupancy or value thereof; (ii) the ownership and operation of the Owned Real Property in the manner in which it is now owned and operated comply in all material respects with all zoning, building, use, safety or other similar statutes, ordinances or regulations of any Governmental Entity; and (iii) neither the Company nor any of its Subsidiaries has received any notice of any material special Tax, levy or assessment for benefits or betterments that affect any Owned Real Property and, to the knowledge of the Company, no such Assets that material special Taxes, levies or assessments are pending or contemplated. The Real Property comprises all of the material to real property used in the businesses of the Company and its Subsidiaries. (e) Section 3.16(e) of the Company Disclosure Schedule sets forth a true, taken as correct and complete list of each material lease, sublease, license or other agreement executed by the Company or any Subsidiary of the Company granting to any third party a wholeright to the use, free occupancy or enjoyment of any Real Property or any portion thereof (the “Real Property Subleases”). The Company has heretofore made available to Merger Sub true and clear complete copies of all LiensReal Property Subleases (including all amendments, except for Permitted Liensmodifications, supplements, and extensions thereof).

Properties and Assets. (a) Neither The Company and the Company nor any Subsidiaries have, and immediately following the Effective Time will have, good and valid title to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of its Subsidiaries ownsmaterial real properties and tangible assets. All such material assets and real properties, or has ever owned, any other than assets and real property. (b) None of the Company Leases has been assigned by the Company or a Subsidiary properties in favour of any person. The current uses of each property subject to a Company Lease comply with Law. Except as disclosed in Section 14(b) of the Company Disclosure Letter, no consent is required nor is any notice required to be given under any Company Lease by any party thereto or any other person in connection with the completion of the Transactions in order to maintain all rights of the Company or a Subsidiary, as the case may be, under such Company Lease. The completion of the Transactions will not afford any party to any of the Company Leases or any other person the right to terminate any Company Lease nor will the completion of such transactions result in any additional or more onerous obligation on the Company or a Subsidiary, as the case may be, under any Company Lease. (c) The machinery, equipment, furniture, fixtures and other tangible personal property and assets owned, leased or used by which the Company or any of its Subsidiaries (the “Assets”) are in good operating condition and repair, ordinary wear and tear excepted, in the aggregate, sufficient and adequate to carry on their respective businesses in all material respects as presently conducted or over the last twelve months prior to the date hereof, and the Company and its Subsidiaries has leasehold interests, are in possession of and have good title to, or valid leasehold interests in or valid rights under contract to use, such Assets that are material to the Company and its Subsidiaries, taken as a whole, free and clear of all Liens, except for Permitted Liens. (b) Neither the Company nor any Company Subsidiary owns or ever owned any real property. (c) Section 3.18(c) of the Company Disclosure Schedule sets 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 for each such Leased Real Property and (iii) the current rent amounts payable by the Company or any Company Subsidiary related to each such Leased Real Property. Each of the Company and the Company Subsidiaries, as applicable, has good leasehold title to the Leased Real Property, free and clear of any Liens, other than Permitted Liens. 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 Leased Real Property. (d) The Company and the Company Subsidiaries have a valid and existing interest in the Leased Real Property, and 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. Since January 1, 2015, neither the Company nor any Company Subsidiary has received any written notice from any Governmental Entity with respect to the 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 violation of Laws applicable to the Leased Real Property. Since January 1, 2015, neither the Company nor any Company Subsidiary has received written notice of any Actions in eminent domain, condemnation or other similar Actions that are pending, and, to the Knowledge of the Company, there are no such Actions 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 Order or of any pending Action, 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 that protects the Company or the Company Subsidiary’s leasehold interest in the property in the event such mortgagee forecloses on the applicable mortgage.