Common use of Real Property; Personal Property Clause in Contracts

Real Property; Personal Property. Section 6.16 of the Parent Disclosure Letter lists each real property leased by Parent or its Significant Subsidiaries (the “Parent Leased Real Property”) and each real property owned by Parent or its Significant Subsidiaries (the “Parent Owned Real Property”; and, together with Parent Leased Real Property, the “Parent Real Property”) comprises all of the real property occupied or otherwise used in the operation of Parent’s business. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent or a Significant Subsidiary of Parent has good and valid title to all of Parent Owned Real Property and good title to all its owned personal property and has valid leasehold or sublease hold interests in all of the Parent Leased Real Property and leased personal property, free and clear of all Liens (except for Permitted Liens). Neither Parent nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy any of the Parent Owned Real Property or any material portion thereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Parent Owned Real Property or any portion thereof or interest therein. Neither Parent nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease where such breach or default would have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. To the Knowledge of Parent, no other party to any Lease is in breach of or default under the terms of any Lease where such breach or default would have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each Lease is a valid and binding obligation of Parent or the Significant Subsidiary of Parent which is party thereto and, to the Knowledge of Parent, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.

Real Property; Personal Property. Section 6.16 5.16 of the Parent Company Disclosure Letter lists each real property leased by Parent the Company or its Significant Subsidiaries (the “Parent Company Leased Real Property”) and each real property owned by Parent the Company or its Significant Subsidiaries (the “Parent Company Owned Real Property”; and, together with Parent the Company Leased Real Property, the “Parent Company Real Property”) ). The Company Real Property comprises all of the real property occupied or otherwise used in the operation of Parentthe Company’s business. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, Parent the Company or a Significant Subsidiary of Parent the Company has good and valid title to all of Parent the Company Owned Real Property and good title to all its owned personal property and has valid leasehold or sublease hold interests in all of the Parent Company Leased Real Property and leased personal property, free and clear of all Liens (except for Permitted Liens). Neither Parent the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy any of the Parent Company Owned Real Property or any material portion thereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Parent Company Owned Real Property or any portion thereof or interest therein. Neither Parent the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease where such breach or default would have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. To the Knowledge of Parentthe Company, no other party to any Lease is in breach of or default under the terms of any Lease where such breach or default would have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, each Lease is a valid and binding obligation of Parent the Company or the Significant Subsidiary of Parent the Company which is party thereto and, to the Knowledge of Parentthe Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.

Real Property; Personal Property. (a) Section 6.16 3.13(a) of the Parent Disclosure Letter Schedule lists the street address of each real property leased by Parent or its Significant Subsidiaries (the “Parent Leased Real Property”) and each real property owned by Parent or its Significant Subsidiaries (the “Parent Owned Real Property”; and, together with Parent Leased Real Property, the “Parent Real Property”) comprises all material parcel of the real property occupied or otherwise used in the operation of Parent’s business. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent or a Significant Subsidiary of Parent has good and valid title to all of Parent Owned Real Property and the current owner of each parcel of Owned Real Property. (i) The Seller has good and marketable title in fee simple to all its owned personal property and has valid leasehold or sublease hold interests in all each parcel of the Parent Leased Owned Real Property and leased personal property, free and clear of all Liens liens and encumbrances, except Permitted Encumbrances, (ii) the Seller has made available to the Purchaser copies of all material title insurance policies relating to the Owned Real Property, in each case to the extent in the Seller’s possession, (iii) no Acquired Company has since the Relevant Company Acquisition Date leased or licensed the use of any Owned Real Property to any third parties, (iv) no Acquired Company is obligated nor has an option to acquire an ownership interest in any real property, (v) there is no condemnation, expropriation, or other proceeding in eminent domain pending or, to Seller’s Knowledge, threatened against the Owned Real Property or any portion thereof, except as would not be material to the Acquired Companies, (vi) there has not been, since the Relevant Company Acquisition Date, any fire or other casualty that affects in any material respect any Acquired Company’s use of the Owned Real Property for Permitted Liens). Neither Parent nor any the operation of its Significant Subsidiaries has leased or otherwise granted business therein, (vii) there is no Action or, to any Person the right to use or occupy any Knowledge of the Parent Seller, threatened Action, relating to the ownership, use, or occupancy of the Owned Real Property or any material portion thereofthereof by any Acquired Company, (viii) the material improvements and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Parent fixtures on the Owned Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, (ix) the transactions contemplated hereunder with respect to the Owned Real Property do not require the consent of any party other than Seller, and (x) the current use and occupancy of all Owned Real Property does not violate in any material respect any zoning, building, safety or environmental Law, or any portion thereof recorded or interest therein. Neither Parent nor any of its Significant Subsidiaries is in breach of unrecorded easement, covenant, condition, or default under the terms of any Lease where restriction applicable to such breach or default would have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. To the Knowledge of Parent, no other party to any Lease is in breach of or default under the terms of any Lease where such breach or default would have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each Lease is a valid and binding obligation of Parent or the Significant Subsidiary of Parent which is party thereto and, to the Knowledge of Parent, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability ExceptionsOwned Real Property.

Real Property; Personal Property. Section 6.16 Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Subsidiary of the Parent Disclosure Letter lists each Company has good and valid title to all real property leased owned by Parent the Company or its Significant Subsidiaries (the “Parent Leased Company Owned Real Property”) and each good title to all its owned personal property and has valid leasehold or sublease hold interests in all real property owned leased by Parent the Company or its Significant Subsidiaries (the “Parent Owned Company Leased Real Property”; ” and, together with Parent Leased the Company Owned Real Property, the “Parent Company Real Property”) comprises and leased personal property, free and clear of all of the real property occupied or otherwise used in the operation of Parent’s businessLiens (except for Permitted Liens). Except as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, Parent or a Significant Subsidiary of Parent has good and valid title to all of Parent Owned Real Property and good title to all its owned personal property and has valid leasehold or sublease hold interests in all of neither the Parent Leased Real Property and leased personal property, free and clear of all Liens (except for Permitted Liens). Neither Parent Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy any of the Parent Company Owned Real Property or any material portion thereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Parent Company Owned Real Property or any portion thereof or interest therein. Neither Parent the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease where such breach or default would have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. To the Knowledge of Parentthe Company, no other party to any Lease is in breach of or default under the terms of any Lease where such breach or default would have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, each Lease is a valid and binding obligation of Parent the Company or the Significant Subsidiary of Parent the Company which is party thereto and, to the Knowledge of Parentthe Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.

Real Property; Personal Property. Section 6.16 of the Parent Disclosure Letter lists each real property leased by Parent or its Significant Subsidiaries (the “Parent Leased Real Property”) and each real property owned by Parent or its Significant Subsidiaries (the “Parent Owned Real Property”; and, together with Parent Leased Real Property, the “Parent Real Property”) comprises all of the real property occupied or otherwise used in the operation of Parent’s business. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent or a Significant Subsidiary of Parent has good and valid title to all of real property owned by the Parent or its Subsidiaries (the “Parent Owned Real Property Property”) and good title to all its owned personal property and has valid leasehold or sublease hold interests in all of real property leased by Parent or its Subsidiaries (the “Parent Leased Real Property Property” and, together with the Parent Owned Real Property, the “Parent Real Property”) and leased personal property, free and clear of all Liens (except for Permitted Liens). Neither Except as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy any of the Parent Owned Real Property or any material portion thereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Parent Owned Real Property or any portion thereof or interest therein. Neither Parent nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease where such breach or default would have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. To the Knowledge of Parent, no other party to any Lease is in breach of or default under the terms of any Lease where such breach or default would have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each Lease is a valid and binding obligation of Parent or the Significant Subsidiary of Parent which is party thereto and, to the Knowledge of Parent, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.

Real Property; Personal Property. Section 6.16 5.16 of the Parent Company Disclosure Letter lists each real property leased by Parent the Company or its Significant Subsidiaries (the “Parent Company Leased Real Property”) and each real property owned by Parent the Company or its Significant Subsidiaries (the “Parent Company Owned Real Property”; and, together with Parent the Company Leased Real Property, the “Parent Company Real Property”) ). The Company Real Property comprises all of the real property occupied or otherwise used in the operation of Parentthe Company’s business. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, Parent the Company or a Significant Subsidiary of Parent the Company has good and valid title to all of Parent the Company Owned Real Property and good title to all its owned personal property and has valid leasehold or sublease hold interests in all of the Parent Company Leased Real Property and leased personal property, free and clear of all Liens (except for Permitted Liens). Neither Parent the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy any of the Parent Company Owned Real Property or any material portion thereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Parent Company Owned Real Property or any portion thereof or interest therein. Neither Parent the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease where such breach or default would have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. To the Knowledge of Parentthe Company, no other party to any Lease is in breach of or default under the terms of any Lease where such breach or default would have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect, each Lease is a valid and binding obligation of Parent the Company or the Significant Subsidiary of Parent the Company which is party thereto and, to the Knowledge of Parentthe Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.. 50

Real Property; Personal Property. Section 6.16 5.16 of the Parent Disclosure Letter lists each real property leased by Parent or its Significant Subsidiaries (the “Parent Leased Real Property”) and each real property owned by Parent or its Significant Subsidiaries (the “Parent Owned Real Property”; and, together with Parent Leased Real Property, the “Parent Real Property”) comprises all of the real property occupied or otherwise used in the operation of Parent’s business. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent or a Significant Subsidiary of Parent has good and valid title to all of Parent Owned Real Property and good title to all its owned personal property and has valid leasehold or sublease hold interests in all of the Parent Leased Real Property and leased personal property, free and clear of all Liens (except for Permitted Liens). Neither Parent nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy any of the Parent Owned Real Property or any material portion thereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Parent Owned Real Property or any portion thereof or interest therein. Neither Parent nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease where such breach or default would have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. To the Knowledge of Parent, no other party to any Lease is in breach of or default under the terms of any Lease where such breach or default would have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each Lease is a valid and binding obligation of Parent or the Significant Subsidiary of Parent which is party thereto and, to the Knowledge of Parent, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.

Real Property; Personal Property. Section 6.16 No Wilhelmina Transferred Company nor any of their Subsidiaries owns any Real Property or is a party to any option, agreement or other document pursuant to which such Wilhelmina Transferred Company or such Subsidiary has the Parent Disclosure Letter lists right or obligation to purchase or acquire title to or any interest in any Real Property. Schedule 3.8 hereof sets forth a true and complete list of each real property leased Lease for Real Property executed by Parent or its Significant Subsidiaries binding upon the Wilhelmina Transferred Companies and their Subsidiaries, as lessor or lessee, sublessor or sublessee, landlord or tenant, or assignor or assignee (the “Parent Real Property Leases”), and a true and complete description of all Leased Real Property”) . Each of the Real Property Leases and each real all leases of personal property owned by Parent to which the Wilhelmina Transferred Companies or its Significant any of their Subsidiaries is a party (the “Parent Owned Real Property”; and, together with Parent Leased Real Property, the “Parent Real PropertyPersonal Property Leases”) comprises all of the real property occupied or otherwise used in the operation of Parent’s business. Except as would not have or reasonably be expected to haveis legal, individually or in the aggregate, a Parent Material Adverse Effect, Parent or a Significant Subsidiary of Parent has good and valid title to all of Parent Owned Real Property and good title to all its owned personal property and has valid leasehold or sublease hold interests in all of the Parent Leased Real Property and leased personal property, free and clear of all Liens (except for Permitted Liens). Neither Parent nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy any of the Parent Owned Real Property or any material portion thereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase such Parent Owned Real Property or any portion thereof or interest therein. Neither Parent nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease where such breach or default would have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. To the Knowledge of Parent, no other party to any Lease is in breach of or default under the terms of any Lease where such breach or default would have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each Lease is a valid and binding obligation of Parent and in full force and effect without any material Default thereof by any Wilhelmina Transferred Company or the Significant any Subsidiary of Parent which is party thereto andthereof or, to the Knowledge of Parentthe Company or any Control Seller, of each any other party thereto and each of the Real Property Leases and Personal Property Leases affords the Wilhelmina Transferred Companies or their Subsidiaries (whichever is a party thereto) peaceful and undisturbed possession of the Leased Real Property or Leased Personal Property, and as the case may be, which is in full force and effectthe subject matter of the applicable Real Property Lease or Personal Property Lease, except that such enforcement may be subject to the Enforceability Exceptionsterms and conditions of the Real Property Lease or Personal Property Lease, as the case may be. The Leased Real Property constitutes the only Real Property leased by the Wilhelmina Transferred Companies or their Subsidiaries or otherwise used by the Wilhelmina Transferred Companies or their Subsidiaries in connection with the operation of their Business as currently conducted and as presently proposed to be conducted. Except for the occupancy and use of the Leased Real Property by the Wilhelmina Transferred Companies or their Subsidiaries, there are no leases, tenancies, licenses or other rights of occupancy or use for any portion of the Leased Real Property, and, except as set forth on Schedule 3.8, no Person or entity other than the Wilhelmina Transferred Companies or their Subsidiaries occupies or uses any portion of the Leased Real Property. True and complete copies of the Real Property Leases have been delivered to the Purchaser.