Common use of Real Property; Title to Assets Clause in Contracts

Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.

Real Property; Title to Assets. (a) Section 4.12(a3.11(a) of the Company Disclosure Schedules Schedule sets forth a true, correct the address and complete list description of any real property (and any interest in any real property) currently owned by the Group Companies (the “each Owned Real Property”), including the street address particulars and the issue date of any such the State-owned Land Use Certificate and Building Ownership Certificate for each Owned Real Property. With respect to each parcel of Owned Real Property, : (i) the applicable relevant Group Company has good, valid good and marketable fee simple title, validly granted land use rights or building ownership rights, as applicable, to such Owned Real Property, free and clear of any all Liens, other than except Permitted Liens; and Encumbrances, (ii) no Group Company has leased or otherwise granted to any Person person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a(iii) there are no outstanding options, rights of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning first offer or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right rights of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any purchase such Owned Real Property or any portion thereof or interest therein and (iv) the relevant Group Company is the only party in possession of such Owned Real Property. The land use rights relating to the Owned Real Property have been obtained from a competent Governmental Authority in compliance in all material respects with applicable PRC Law, all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in full and such land use rights are not subject to any interest thereinrestrictions that would materially interfere with the operation of the Group Companies as currently conducted as of the date hereof. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the relevant Group Company has duly complied in all respects with all the terms and conditions of, and all of its obligations under, the relevant land use rights contract or real property purchase contract in relation to any Owned Real Property owned by it, and the Owned Real Property remains in conformity with, all applicable building codes and standards, fire prevention, safety, planning or zoning Law.

Real Property; Title to Assets. (a) Section 4.12(a) of Except as would not be material to the Company Disclosure Schedules sets forth and its Subsidiaries, taken as a truewhole, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “with respect to each Owned Real Property”): (i) the relevant Group Company has good and marketable title, including the street address of any validly granted land use rights or building ownership rights, as applicable, to such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any all Liens, other than except Permitted Liens; and , (ii) no Group Company has leased or otherwise granted to any Person person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a(iii) there are no outstanding options, rights of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning first offer or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right rights of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any purchase such Owned Real Property or any portion thereof or any interest therein, and (iv) the relevant Group Company is the only party in possession of such Owned Real Property. No Group Company is a party to any Contract, agreement or option to purchase any material real property or interest therein. The land use rights relating to the Owned Real Property have been obtained from a competent Governmental Authority in compliance in all material respects with applicable PRC Law, all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in full and such land use rights are not subject to any restrictions that would materially interfere with the operation of the Group Companies as currently conducted as of the date hereof. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (1) the relevant Group Company has duly complied in all respects with all of the terms and conditions of, and all of its obligations under, the relevant land use rights contract or real property purchase contract in relation to any Owned Real Property owned by it (including the obligations to develop the land in accordance with the schedules provided under relevant land grant contracts), (2) the Owned Real Property remains in conformity with all applicable building codes and standards, fire prevention, safety, planning or zoning Law, and (3) no Group Company has been subject to any fine or other penalty imposed by any Governmental Authority (including any penalty imposed due to idleness of land or failure to develop the land in accordance with the schedules provided under relevant land grant contracts).

Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “With respect to each Owned Real Property”): (i) the relevant Group Company has good and marketable title, including the street address of any validly granted land use rights or building ownership rights, as applicable, to such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any all Liens, other than except Permitted Liens; and Encumbrances, (ii) no Group Company has leased or otherwise granted to any Person person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a(iii) there are no outstanding options, rights of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning first offer or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right rights of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any purchase such Owned Real Property or any portion thereof or any interest therein, and (iv) the relevant Group Company is the only party in possession of such Owned Real Property. No Group Company is a party to any Contract, agreement or option to purchase any material real property or interest therein. The land use rights relating to the Owned Real Property have been obtained from a competent Governmental Authority in compliance with applicable PRC Law, all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in full and such land use rights are not subject to any restrictions that would materially interfere with the operation of the Group Companies as currently conducted as of the date hereof. The relevant Group Company has duly complied with all of the terms and conditions of, and all of its obligations under, the relevant land use rights contract or real property purchase contract in relation to any Owned Real Property owned by it, and no Group Company has been subject to any fine or other penalty imposed by any Governmental Authority. The Owned Real Property remains in conformity with all applicable building codes and standards, fire prevention, safety, planning or zoning Law.

Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedules The Data Room Information sets forth a true, correct the address and complete list description of any real property (and any interest in any real property) currently owned by the Group Companies (the “each Owned Real Property”), including with respect to the street address Owned Real Property in the PRC, the particulars and issue date of any such the State-owned Land Use Certificate and Building Ownership Certificate for each Owned Real Property. With respect to each parcel of Owned Real Property, Property and except as would not have a Company Material Adverse Effect: (i) the applicable relevant Group Company has good, valid good and marketable fee simple title, validly granted land use rights or building ownership rights, as applicable, to such Owned Real Property, free and clear of any all Liens, other than except Permitted Liens; and Encumbrances, (ii) no Group Company has leased or otherwise granted to any Person person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a(iii) there are no outstanding options, rights of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning first offer or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right rights of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any purchase such Owned Real Property or any portion thereof or any interest therein, and (iv) the relevant Group Company is the only party in possession of such Owned Real Property. No Group Company is a party to any Contract, agreement or option to purchase any material real property or interest therein. The land use rights relating to the Owned Real Property have been obtained from a competent Governmental Authority in compliance with applicable PRC Law in all material aspects and each relevant Group Company has duly complied in all material respects with all of the terms and conditions of, and all of its obligations under, the relevant land use rights contract or real property purchase contract in relation to any Owned Real Property owned by it, and no Group Company has been subject to any fine or other penalty imposed by any Governmental Authority which has not been paid. The Owned Real Property remains in conformity in all material respects with all applicable building codes and standards, fire prevention, safety, planning or zoning Law.

Real Property; Title to Assets. (a) Section 4.12(a) of Except as would not be material to the Company Disclosure Schedules sets forth Purchaser and its Subsidiaries, taken as a truewhole, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “with respect to each Owned Real Property”): (i) the relevant Purchaser Group Company has good and marketable title, including the street address of any validly granted land use rights or building ownership rights, as applicable, to such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any all Liens, other than except Permitted Liens; and , (ii) no Purchaser Group Company has leased or otherwise granted to any Person person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a(iii) there are no outstanding options, rights of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning first offer or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right rights of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any purchase such Owned Real Property or any portion thereof or any interest therein, and (iv) the relevant Purchaser Group Company is the only party in possession of such Owned Real Property. No Purchaser Group Company is a party to any Contract, agreement or option to purchase any material real property or interest therein. The land use rights relating to the Owned Real Property have been obtained from a competent Governmental Authority in compliance in all material respects with applicable PRC Law, all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in full and such land use rights are not subject to any restrictions that would materially interfere with the operation of the Purchaser Group Companies as currently conducted as of the date hereof. Except as would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect, (1) the relevant Purchaser Group Company has duly complied in all respects with all of the terms and conditions of, and all of its obligations under, the relevant land use rights contract or real property purchase contract in relation to any Owned Real Property owned by it (including the obligations to develop the land in accordance with the schedules provided under relevant land grant contracts), (2) the Owned Real Property remains in conformity with all applicable building codes and standards, fire prevention, safety, planning or zoning Law, and (3) no Purchaser Group Company has been subject to any fine or other penalty imposed by any Governmental Authority (including any penalty imposed due to idleness of land or failure to develop the land in accordance with the schedules provided under relevant land grant contracts).

Real Property; Title to Assets. (a) Section 4.12(a3.13(a) of the Company Disclosure Schedules Schedule sets forth a true, correct the address and complete list description of any real property (and any interest in any real property) currently owned by the Group Companies (the “each Owned Real Property”), including with respect to the street address Owned Real Property in the PRC, the particulars and issue date of any such the State-owned Land Use Certificate and Building Ownership Certificate for each Owned Real Property. With respect to each parcel of Owned Real Property, : (i) the applicable relevant Group Company has good, valid good and marketable fee simple title, validly granted land use rights or building ownership rights, as applicable, to such Owned Real Property, free and clear of any all Liens, other than except Permitted Liens; and Encumbrances, (ii) no Group Company has leased or otherwise granted to any Person person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a(iii) there are no outstanding options, rights of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning first offer or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right rights of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any purchase such Owned Real Property or any portion thereof or any interest therein, and (iv) the relevant Group Company is the only party in possession of such Owned Real Property. No Group Company is a party to any Contract, agreement or option to purchase any material real property or interest therein. The relevant Group Company has complied in all material respects with all of the terms and conditions of, and all of its obligations under, the relevant real property purchase contract in relation to any Owned Real Property owned by it, and no Group Company has been subject to any fine or other penalty imposed by any Governmental Authority which has not been paid. The Owned Real Property remains in conformity in all material respects with all applicable building codes and standards, fire prevention, safety, planning or zoning Law.

Real Property; Title to Assets. (a) Section 4.12(a3.13(a) of the Company Disclosure Schedules Schedule sets forth a trueforth, correct as of the date hereof, the address and complete list description of any real property (and any interest in any real property) currently owned by the Group Companies (the “each Owned Real Property”), including with respect to the street address Owned Real Property in the PRC, the particulars and issue date of any the State-owned Land Use Certificate and Building Ownership Certificate for each Owned Real Property. Except as would be material to the Company and its Subsidiaries, taken as a whole, with respect to each Owned Real Property: (i) the relevant Group Company has good and marketable title, validly granted land use rights or building ownership rights, as applicable, to such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any all Liens, other than except Permitted Liens; and Encumbrances, (ii) no Group Company has leased or otherwise granted to any Person person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a(iii) there are no outstanding options, rights of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning first offer or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right rights of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any purchase such Owned Real Property or any portion thereof or any interest therein, and (iv) the relevant Group Company is the only party in possession of such Owned Real Property. No Group Company is a party to any Contract, agreement or option to purchase any material real property or interest therein. The land use rights relating to the Owned Real Property have been obtained from a competent Governmental Authority in compliance in all material respects with applicable PRC Law, all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in full and such land use rights are not subject to any restrictions that would materially interfere with the operation of the Group Companies as currently conducted as of the date hereof. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (1) the relevant Group Company has duly complied in all respects with all of the terms and conditions of, and all of its obligations under, the relevant land use rights contract or real property purchase contract in relation to any Owned Real Property owned by it (including the obligations to develop the land in accordance with the schedules provided under relevant land grant contracts), (2) the Owned Real Property remains in conformity with all applicable building codes and standards, fire prevention, safety, planning or zoning Law, and (3) no Group Company has been subject to any fine or other penalty imposed by any Governmental Authority (including any penalty imposed due to idleness of land or failure to develop the land in accordance with the schedules provided under relevant land grant contracts).

Real Property; Title to Assets. (a) Section 4.12(a) 4.12 of the Company Disclosure Schedules Letter sets forth a true, complete and correct and complete list of any (i) all real property (and any interest interests in any real property) currently property owned by the Group Companies Company or any Company Subsidiary as of the date of this Agreement (collectively, the “Owned Real Property”)) and (ii) all real property leased, including subleased, licensed, or otherwise occupied by the street address Company or any Company Subsidiary as of the date of this Agreement pursuant to Leases requiring annual rental payments by the Company or any such Owned Company Subsidiary in excess of $500,000 per annum per Lease (collectively, the “Material Leased Real Property”). With respect to each parcel Each of Owned Real Propertythe Company and the Company Subsidiaries has good and valid title to, (i) or, in the applicable Group Company has goodcase of leased properties and assets, valid leasehold or subleasehold interests in, all of its properties and marketable fee simple titleassets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Liens, other than except for Permitted Liens; . There are no pending or, to the knowledge of the Company, threatened, condemnation or imminent domain proceedings that would affect any part of the properties or assets of each of the Company and (iithe Company Subsidiaries, whether leased, subleased or owned, tangible or intangible, real, personal or mixed, in each case used or held for use in its business, except as would not reasonably be expected to have a Company Material Adverse Effect. With respect to each Owned Real Property, except as set forth in Section 4.12(a) no Group of the Company Disclosure Letter, neither the Company nor any Company Subsidiary has leased or otherwise granted to any Person person (other than the Company or a Company Subsidiary) the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(athereof and (ii) other than the right of Parent and Amalgamation Sub pursuant to this Agreement and the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right statutory rights of first refusal of any lessee under the Laws of the PRC, there are no outstanding options, rights of first offer or rights of first opportunity refusal to any person to acquire, sublease or otherwise encumber any purchase such Owned Real Property or any portion thereof or interest therein. Neither the Company nor any Company is a party to any agreement or option to purchase any real property or interest therein.

Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list Schedule lists as of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including date of this Agreement the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except . Except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Schedule, (i) the Company or its applicable subsidiary has received written notice good and marketable fee simple title to such facility, free and clear of any contemplated condemnationand all Liens, special assessment(ii) there are no leases, rezoning subleases, licenses, options, rights, concessions or other Action affecting agreements, written or oral, granting to any parcel party or parties the right of use or occupancy of any portion of such Owned Real Property Property, (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase any such Owned Real Property, or any portion thereof or interest therein, (iv) there are no parties who are in possession of or who are using any such Owned Real Property, or any portion thereof. Except for the , (v) each such Owned Real Property, no Group Company is supplied with utilities necessary for operations and abuts on or has direct, permanent vehicular access to a public road, and (nor any of their respective predecessors-in-interestvi) has owned any real property or any interest in any real property within the last five years. There there is no Action (A) pending or threatened condemnation proceeding relating to such Owned Real Property, (B) pending or, to the knowledge of the Company, threatened in writing, against any Group Company Action relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to or (C) any other matter affecting the current or currently proposed use, occupancyoccupancy or value of, and such Owned Real Property. Each parcel of Owned Real Property is supplied with all utilities necessary for the operation of the such Owned Real Property, that have not been delivered and the conduct of the businesses of the Company and its subsidiaries as currently conducted or currently proposed to be conducted at such Owned Real Property. Neither the Parent. No Group Company has granted nor any option or of its subsidiaries holds any option, right of first refusal or first opportunity similar right to purchase any person to acquire, sublease or otherwise encumber any additional Owned Real Property or any portion thereof or any interest therein. All of the Owned Real Property, as well as the use thereof, complies with applicable zoning laws and neither the Company nor any of its subsidiaries is a nonconforming user pursuant to any of such Laws.