Common use of Title to Properties; Absence of Liens and Encumbrances Clause in Contracts

Title to Properties; Absence of Liens and Encumbrances. (a) Neither the Company nor any Subsidiary has an ownership interest in any real property, nor has it ever had an ownership interest in any real property. Section 2.16 of the Disclosure Letter sets forth a complete and accurate list, as of the date hereof, of all real property currently leased or subleased by the Company or any Subsidiary with the name of the lessor, the amount of any security deposit held by the lessor, and the date and a description of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Company or any Subsidiary in connection therewith (collectively, the "LEASE DOCUMENTS") and each amendment to any of the foregoing. True, correct and complete copies of all Lease Documents have been delivered to Parent's counsel. All such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the Company or any Subsidiary or, to the Company's knowledge, by the other party to such lease or sublease, or person in the chain of title to such leased premises.

Title to Properties; Absence of Liens and Encumbrances. (a) Neither the Company nor any Subsidiary has an ownership interest in any real property, nor has it ever had an ownership interest in any real property. Section 2.16 of the Disclosure Letter sets forth a complete and accurate list, as of the date hereof, list of all real property currently leased or subleased by the Company or any Subsidiary Subsidiary, with the name of the lessor, the amount of any security deposit held by the lessor, and the date and a description of the lease, sublease, assignment of the lease, any guaranty or letter of credit given or leasing commissions payable by the Company or any Subsidiary in connection therewith (collectively, the "LEASE DOCUMENTS") and each amendment to any of the foregoing. True, correct and complete copies of all Lease Documents have been delivered to Parent's counsel. All such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the Company or any Subsidiary or, to the Company's knowledge, by the other party to such lease or sublease, or person in the chain of title to such leased premises.

Title to Properties; Absence of Liens and Encumbrances. (a) Neither the Company nor any Subsidiary has an ownership interest in any real property, nor has it ever had an ownership interest in any real property. Section 2.16 2.17 of the Company Disclosure Letter Schedule sets forth a complete and accurate list, as of the date hereof, list of all real property currently leased or subleased by the Company or any Subsidiary Subsidiary, with the name of the lessor, the amount of any security deposit held by the lessor, lessor and the date and a description of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Company or any Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the "LEASE DOCUMENTS") and each amendment to any of the foregoing). True, correct and complete copies of all Lease Documents have been delivered or made available to Parent or Parent's counsel. All such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the Company or any Subsidiary or, to the Company's knowledge, by the other party to such lease or sublease, or person in the chain of title to such leased premises.

Title to Properties; Absence of Liens and Encumbrances. (a) Neither Except as set forth on Section 4.20(a) of the SP Disclosure Schedule, no Company nor any or Subsidiary has an ownership interest in any real property, nor has it ever had an ownership interest in any real property. Section 2.16 4.20(a) of the SP Disclosure Letter Schedule sets forth a complete and accurate list, as of the date hereof, list of all real property currently leased or subleased by the any Company or any Subsidiary Subsidiary, with the name of the lessor, the amount of any security deposit held by the lessor, lessor and the date and a description of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Company or any Subsidiary in connection therewith (collectively, the "LEASE DOCUMENTS") and each amendment to any of the foregoingforegoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been delivered made available to Parent's counselNewport and Buyer. All such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a material default) by the any Company or any Subsidiary or, to the Company's knowledgeSellers’ Knowledge, by the other party to such lease or sublease, or person any other Person in the chain of title to such leased or sub-leased premises.

Title to Properties; Absence of Liens and Encumbrances. (a) Neither the Company nor any Subsidiary has an ownership interest in any real property, nor has it ever had an ownership interest in any real property. Section 2.16 2.17 of the Company Disclosure Letter Schedule sets forth a complete and accurate list, as of the date hereof, list of all real property currently leased or subleased by the Company or any Subsidiary Subsidiary, with the name of the lessor, the amount of any security deposit held by the lessor, lessor and the date and a description of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Company or any Subsidiary in connection therewith (collectively, the "LEASE DOCUMENTS") and each amendment to any of the foregoingforegoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been delivered or made available to Parent or Parent's ’s counsel. All such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the Company or any Subsidiary or, to the Company's ’s knowledge, by the other party to such lease or sublease, or person in the chain of title to such leased premises.

Title to Properties; Absence of Liens and Encumbrances. (a) Neither the Company nor any Subsidiary has an ownership interest in of its subsidiaries owns any real property, nor or has it ever had an ownership interest in owned any real property. Section 2.16 2.16(a) of the Company Disclosure Letter Schedule sets forth a complete and accurate list, as of the date hereof, list of all real property currently leased or subleased by the Company or 48 any Subsidiary with of its subsidiaries including (i) the name of the lessor, (ii) the amount of any security deposit held by the lessor, and (iii) the date and a brief description of the lease, sublease(iv) the title of the lease, (v) any sublease or assignment of the lease, (vi) any guaranty given (including a letter of credit) or leasing commissions payable by the Company or any Subsidiary of its subsidiaries in connection therewith (collectively, the "LEASE DOCUMENTS"“Lease Documents”) and each amendment to any of the foregoing, and (vii) the name of the lessee. True, correct correct, and complete copies of all Lease Documents have been delivered made available to Parent's counsel. All such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leasesleases or subleases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the Company or any Subsidiary of its subsidiaries or, to the knowledge of the Company's knowledge, by the other party to such lease or sublease, or person in the chain of title to such leased premises.

Title to Properties; Absence of Liens and Encumbrances. (a) Neither The Company does not currently own and the Predecessor Company nor any Subsidiary has an ownership interest not in any real property, nor has it ever had an ownership interest in the past owned any real property. Section 2.16 2.12(a) of the Disclosure Letter Schedule sets forth a true, correct and complete and accurate list, as of the date hereof, list of all real property currently leased leased, subleased or subleased licensed by or from the Company or otherwise used or occupied by the Company for the operation of its business (the “Leased Real Property”) and each lease, sublease, license or any Subsidiary with other occupancy agreement relating to the Leased Real Property to which the Company is a party or by which it is bound, the name of the lessor, the amount of any security deposit held by the lessorlicensor, and sublessor, master lessor or lessee, the date and a description term of the lease, subleaselicense, assignment of the lease, any guaranty given sublease or leasing commissions payable by the Company or any Subsidiary in connection therewith (collectively, the "LEASE DOCUMENTS") other occupancy right and each amendment to any of thereto (the foregoing. True, correct and complete copies of all “Lease Documents have been delivered to Parent's counselAgreements”). All such current leases and subleases Lease Agreements are in full force and effectenforceable, are valid and effective in accordance with their respective termsterms except as such enforceability or effectiveness may be subject to the Laws of general application relating to bankruptcy, insolvency, reorganization and the relief of debtors, the Company has performed all of its obligations under such leases, and there is not, under any of such leases, any existing material default by the Company, no rentals are past due, or event of default (or event which, which with notice or lapse of time, or both, would constitute a default) by the Company. The Company has not received any written notice of a default, alleged failure to perform, or any Subsidiary oroffset or counterclaim with respect to any such Lease Agreement, to the Company's knowledge, by the other party to such lease or sublease, or person in the chain of title to such leased premiseswhich has not been fully remedied and withdrawn.