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

Title to Properties; Absence of Liens and Encumbrances. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 2.13(a) of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of premises and the aggregate annual rental payable thereunder. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”). All such Lease Agreements are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) of the Company, or to the Company’s Knowledge, any other party thereto. Except for portions of the premises that are shared, including but not limited to conference rooms and kitchen space, the Company currently occupies all of the Leased Real Property for the operation of its business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property.

Title to Properties; Absence of Liens and Encumbrances. (a) The Condition of -------------------------------------------------------------------- Equipment. Neither the Company does not own nor any Subsidiary owns any real property, nor --------- has the Company nor any Subsidiary ever owned any real property. Neither the Company nor any Subsidiary is subject to any agreement or option to own any real property or any interest in any real property. Section 2.13(a2.12(a) of the Disclosure --------------- Schedule sets forth a list of all real property currently leased, subleased or licensed leased by or from the Company or any Subsidiary or otherwise used or occupied by the Company or any Subsidiary for the operation of the Company's or any Subsidiary's business (the “"Leased Real Property”"), the name of the lessor, licensorthe date of the lease and each amendment thereto, sublessor, master lessor and/or lesseea description of the leased premises (by municipal address and proper legal description), the date and term of the lease, licenseany rights of renewal and the term thereof, sublease and any restrictions on assignment or other occupancy right and each amendment theretochange of control of the Company and, the size of premises and with respect to any current lease, the aggregate annual rental payable thereunderunder any such lease. The Neither the Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy ofnor any Subsidiary is a party to, or otherwise granting under any agreement to become a right party to, any lease with respect to real property other than as listed in or relating to Section 2.12(a) of the Disclosure Schedule. All --------------- such current leases are in good standing, create a good and valid leasehold estate in the Leased Real Property, including all amendments, terminations Property and modifications thereof (“Lease Agreements”). All such Lease Agreements are in full force and effect and are effect, valid and enforceable in accordance with their respective terms. There , and there is not, under any Lease Agreementsof such leases, any existing default or event of default (or event which event, including the Acquisition, that with notice or lapse of time, or both, would constitute a default). All such current leases (or a notice in respect of such leases) have been properly registered in the appropriate land registry office. All rents and additional rents in respect of such current leases have been paid prior to the date thereof. To the Knowledge of the Company, or to the Company’s Knowledge, any other party thereto. Except for portions of the premises that are shared, including but not limited to conference rooms and kitchen space, the Company currently occupies all of the Leased Real Property for the operation of its business, and there are no other parties occupying, or with a right covenants to occupy, the Leased Real Propertybe performed by any party under such leases have been fully performed.

Title to Properties; Absence of Liens and Encumbrances. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 2.13(a4.12(a) of the Disclosure Schedule Letter sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of premises thereto and the aggregate annual rental rent payable thereunder. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”). All such Lease Agreements are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) of the Company, or to the Company’s Knowledge, any other party thereto. Except for portions of the premises that are shared, including but not limited to conference rooms and kitchen space, the The Company currently occupies all of the Leased Real Property for the operation of its business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property.

Title to Properties; Absence of Liens and Encumbrances. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 2.13(a3.12(a) of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of premises and the aggregate annual rental payable thereunder. The Company has provided Parent Buyer with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”). All such Lease Agreements are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) of the Company, or to the Company’s Knowledge, any other party thereto. Except for portions of the premises that are shared, including but not limited to conference rooms and kitchen space, the The Company currently occupies all of the Leased Real Property for the operation of its business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property.

Title to Properties; Absence of Liens and Encumbrances. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 2.13(a) of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or otherwise used or occupied by the Company (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of premises and the aggregate annual rental payable thereunder. The Company has provided Parent with true, correct and complete copies of all current leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof (“Lease Agreements”). All such Lease Agreements are in full force and effect and are valid and enforceable in accordance with their respective terms. There is not, under any Lease Agreements, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) of the Company, or to the Company’s Knowledge, any other party thereto. Except for portions as set forth in Section 2.13(a) of the premises that are shared, including but not limited to conference rooms and kitchen spaceDisclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the rights of the Company or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Lease Agreements, or otherwise adversely affect the continued use and possession of the Leased Real Property for the conduct of business as presently conducted. The Company currently occupies all of the Leased Real Property for the operation of its business, and there are no other parties occupying, or with a right to occupy, the Leased Real Property.

Title to Properties; Absence of Liens and Encumbrances. (a) The Company does not own any real property, nor has the Company ever owned any real property. Section 2.13(a2.9(a) of the Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company Seller IP and/or Seller R&D, or otherwise used or occupied by the Company Seller IP and/or Seller R&D (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of premises and including the aggregate annual rental payable thereunder. The Company has provided Parent with Seller Parties have Made Available to Buyer Parties true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Propertyagreements, including all amendments, terminations and modifications thereof (the “Lease Agreements”); and there are no other Lease Agreements for real property affecting the Leased Real Property or to which Seller IP or Seller R&D is bound. All such Lease Agreements are in full force and effect and are valid and enforceable effective in accordance with their respective terms. There , and there is not, under any of such Lease Agreements, any existing default default, no rentals are past due, or event of default (or event which with notice or lapse of time, or both, would constitute a default) ). As provided under the Transition Services Agreement, the Closing will not affect the enforceability against any Person of any such Lease Agreement or the Company, or rights of any Buyer Party to the Company’s Knowledge, any other party thereto. Except for portions of the premises that are shared, including but not limited to conference rooms continued use and kitchen space, the Company currently occupies all possession of the Leased Real Property occupied for the operation conduct of its businessthe Business, and there or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the rights of any Buyer Party or alter the rights or obligations of the sublessor, lessor or licensor under, or give to others any rights of termination, amendment, acceleration or cancellation of any Lease Agreement. There are no other parties occupying, or with a right to occupy, any portion of the Leased Real Property.

Title to Properties; Absence of Liens and Encumbrances. (a) The Neither the Company does not own nor any of the Company Subsidiaries owns any real property, nor has the Company or any of the Company Subsidiaries ever owned any real property. Section 2.13(a‎5.13(a) of the Company Disclosure Schedule sets forth a list of all real property currently leased, subleased or licensed by or from the Company or any of the Company Subsidiaries or otherwise used or occupied by the Company or any of the Company Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date and term of the lease, license, sublease or other occupancy right and each amendment thereto, the size of premises and the aggregate annual rental payable thereunder. The Company has provided Parent with true, correct and complete copies of sets forth all leases, lease guaranties, licenses, subleases, agreements Contracts for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property, including all amendments, terminations and modifications amendments thereof (“Lease Agreements”). The Company has made available to Buyer true, correct and complete copies of all Lease Agreements. All such Lease Agreements are in full force and effect and are valid and enforceable against the Company or the relevant Company Subsidiary, as applicable, in accordance with their respective terms. There To the Knowledge of the Company, there is not, under any of the Lease Agreements, any existing material default or material event of default (or event which with notice or lapse of time, or both, would constitute a material default) of the CompanyCompany or any of the Company Subsidiaries, as applicable, or to the Knowledge of the Company’s Knowledge, any other party thereto. Except for portions of the premises that are shared, including but not limited to conference rooms The Company and kitchen space, the Company Subsidiaries, as applicable, currently occupies occupy all of the Leased Real Property for the operation of its businesstheir businesses, and there are no other parties occupying, or with a right to occupy, the Leased Real Property.