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

Title to Properties; Absence of Liens. Section 3.12 of the Parent Disclosure Schedule sets forth a true and complete description (including address, and for each lease, sublease and license, all amendments, extensions, renewals, guaranties, modifications, supplements or other agreements, if any, with respect thereto) of all real property leased, subleased or licensed by Parent or any of its Subsidiaries (collectively, the “Parent Leased Real Properties”; and the leases, subleases and licenses with respect thereto, collectively, the “Parent Real Property Leases”). Parent has delivered or otherwise made available to Diffusion true, correct and complete copies of the Parent Real Property Leases, together with all amendments, extensions, renewals, guaranties, modifications, supplements or other agreements, if any, with respect thereto. Each of the Parent Real Property Leases is in full force and effect. Parent or one of its Subsidiaries has a valid, binding and enforceable leasehold or subleasehold interest (or license, as applicable) in each Parent Leased Real Property, in each case as to such leasehold or subleasehold interest (or license, as applicable), free and clear of all Liens (other than Permitted Liens). Neither Parent nor any of its Subsidiaries, nor, to the Knowledge of Parent, any other party thereto is in material default or breach under the terms of any Parent Real Property Lease. Neither Parent nor any of its Subsidiaries owns any real property or owns any interests (other than Parent Real Property Leases) in real property. No consents or approvals are necessary under the terms of the Parent Real Property Leases in connection with the Merger.

Title to Properties; Absence of Liens. Section 3.12 3.13 of the Parent Disclosure Schedule sets forth a true and complete description (including address, and for each lease, sublease and license, all amendments, extensions, renewals, guaranties, modifications, supplements or other agreements, if any, with respect thereto) of all real property leased, subleased or licensed by Parent or any of its Subsidiaries (collectively, the “Parent Leased Real Properties”; and the leases, subleases and licenses with respect thereto, collectively, the “Parent Real Property Leases”). Parent has delivered or otherwise made available to Diffusion VTBH true, correct and complete copies of the Parent Real Property Leases, together with all amendments, extensions, renewals, guaranties, modifications, supplements or other agreements, if any, with respect thereto. Each To the Knowledge of Parent, each of the Parent Real Property Leases is in full force and effect. Parent or one of its Subsidiaries has a valid, binding and enforceable leasehold or subleasehold interest (or license, as applicable) in each Parent Leased Real Property, in each case as to such leasehold or subleasehold interest (or license, as applicable), free and clear of all Liens (other than Permitted Liens). Neither Parent nor any of its Subsidiaries, nor, to the Knowledge of Parent, any other party thereto is in material default or breach under the terms of any Parent Real Property Lease. Neither Parent nor any of its Subsidiaries owns any real property or owns any interests (other than Parent Real Property Leases) in real property. No consents or approvals are necessary under the terms of the Parent Real Property Leases in connection with for the Merger.

Title to Properties; Absence of Liens. Section 3.12 4.12 of the Parent Diffusion Disclosure Schedule sets forth a true and complete description (including address, and for each lease, sublease and license, all amendments, extensions, renewals, guaranties, modifications, supplements or other agreements, if any, with respect thereto) of all real property leased, subleased or licensed by Parent or any of its Subsidiaries Diffusion (collectively, the “Parent Diffusion Leased Real Properties”; and the leases, subleases and licenses with respect thereto, collectively, the “Parent Diffusion Real Property Leases”). Parent Diffusion has delivered or otherwise made available to Diffusion Parent true, correct and complete copies of the Parent Diffusion Real Property Leases, together with all amendments, extensions, renewals, guaranties, modifications, supplements or other agreements, if any, with respect thereto. Each of the Parent Diffusion Real Property Leases is in full force and effect. Parent or one of its Subsidiaries Diffusion has a valid, binding and enforceable leasehold or subleasehold interest (or license, as applicable) in each Parent Diffusion Leased Real Property, in each case as to such leasehold or subleasehold interest (or license, as applicable), free and clear of all Liens (other than Permitted Liens). Neither Parent nor any of its Subsidiaries, Diffusion nor, to the Knowledge of ParentDiffusion, any other party thereto is in material default or breach under the terms of any Parent Diffusion Real Property Lease. Neither Parent nor any of its Subsidiaries owns Diffusion does not own and has not owned any real property or owns and does not own any interests (other than Parent Diffusion Real Property Leases) in real property. No consents or approvals are necessary under the terms of the Parent Diffusion Real Property Leases in connection with the Merger.

Title to Properties; Absence of Liens. Section 3.12 4.12 of the Parent VTBH Disclosure Schedule sets forth a true and complete description (including address, and for each lease, sublease and license, all amendments, extensions, renewals, guaranties, modifications, supplements or other agreements, if any, with respect thereto) of all real property leased, subleased or licensed by Parent VTBH or any of its Subsidiaries (collectively, the “Parent VTBH Leased Real Properties”; and the leases, subleases and licenses with respect thereto, collectively, the “Parent VTBH Real Property Leases”). Parent VTBH has delivered or otherwise made available to Diffusion Parent true, correct and complete copies of the Parent VTBH Real Property Leases, together with all amendments, extensions, renewals, guaranties, modifications, supplements or other agreements, if any, with respect thereto. Each To the Knowledge of VTBH, each of the Parent VTBH Real Property Leases is in full force and effect. Parent VTBH or one of its Subsidiaries has a valid, binding and enforceable leasehold or subleasehold interest (or license, as applicable) in each Parent VTBH Leased Real Property, in each case as to such leasehold or subleasehold interest (or license, as applicable), free and clear of all Liens (other than Permitted Liens). Neither Parent VTBH nor any of its Subsidiaries, nor, to the Knowledge of ParentVTBH, any other party thereto is in material default or breach under the terms of any Parent VTBH Real Property Lease. Neither Parent VTBH nor any of its Subsidiaries owns any real property or owns any interests (other than Parent VTBH Real Property Leases) in real property. No consents or approvals are necessary under the terms of the Parent VTBH Real Property Leases in connection with for the Merger.