Common use of Real Property; Assets Clause in Contracts

Real Property; Assets. Neither the Company nor any Company Subsidiary owns any real property. Section 4.16 of the Company Disclosure Letter sets forth a list, as of the date hereof, of Contracts pursuant to which the Company or any Company Subsidiary leases, subleases or occupies any real property that is material to the Company or its Subsidiaries, in each case, other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material (such Contracts, “Company Leases”). Neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy any real property subject to a Company Lease or any portion thereof. Each Company Lease is valid, binding and in full force and effect, subject to the Enforceability Limitations, and no uncured default of a material nature on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease. The Company or a Company Subsidiary has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each real property subject to the Company Leases necessary for the conduct of the business of the Company and the Company Subsidiaries as currently conducted, free and clear of all Liens, other than Permitted Liens. The Company or a Company Subsidiary has good and marketable title to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, other than Permitted Liens.

Real Property; Assets. Neither the Company nor any Company Subsidiary owns any real property. Section 4.16 of the Company Disclosure Letter sets forth a list, as of the date hereof, of Contracts any lease, sublease or occupancy agreement for real property that is material to the business of the Company and its Subsidiaries, taken as a whole (“Company Leases”) pursuant to which the Company or any Company Subsidiary leases, subleases or occupies any real property that is material to the Company or its Subsidiaries, in each case, other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material (such Contracts, “Company Leases”)property. Neither the Company nor any Company Subsidiary of its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy any real property subject to a Company Lease or any material portion thereof. Each Company Lease is valid, binding and in full force and effect, subject to the Enforceability Limitations, and no uncured default of a material nature on the part of the Company or, if applicable, any Company its Subsidiary or, to the knowledge of the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease. The Company or a Company Subsidiary and each of its Subsidiaries has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each real property subject to the Company Leases necessary for the conduct of the business of the Company and the Company Subsidiaries as currently conductedLeases, free and clear of all Liens, other than except for the Permitted Liens. The Company or a Subsidiary of the Company Subsidiary has good and marketable title to, or a valid and binding leasehold or other interest in, all material tangible personal property necessary for the conduct of the business of the Company and the Company its Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, other than except Permitted Liens.

Real Property; Assets. Neither the Company nor any Company Subsidiary owns any real property. Section 4.16 3.16 of the Company Disclosure Letter sets forth a list, as of the date hereof, of Contracts pursuant to which the Company or any Company Subsidiary leases, subleases or occupies any real property that is material to the Company or its Subsidiaries, in each case, other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material (such Contracts, “Company Leases”). Neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy any real property subject to a Company Lease or any portion thereof. Each Company Lease is valid, binding and in full force and effect, subject to the Enforceability Limitations, and no uncured default of a material nature on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease. The Company or a Company Subsidiary has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each real property subject to the Company Leases necessary for the conduct of the business of the Company and the Company Subsidiaries as currently conducted, free and clear of all Liens, other than Permitted Liens. The Company or a Company Subsidiary has good and marketable title to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, other than Permitted Liens.

Real Property; Assets. Neither (i) Section 3.1(k)(i) of the Company Disclosure Schedule contains a true, correct and complete list and street addresses of all the real property owned by the Company and its Subsidiaries (the “Owned Real Property”), and a true, correct and complete list and street addresses of all the real property leased by the Company and its Subsidiaries (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”). Except as set forth in Section 3.1(k)(i) of the Company Disclosure Schedule, the Company or its Subsidiaries has valid and legal fee title to the Owned Real Property, including any rights of way or easements running to the benefit of such Owned Real Property, free and clear of all Liens (except Permitted Liens). The Company has provided to Parent true, correct and complete copies of all deeds and other title documents set forth in Section 3.1(k)(i)(A) of the Company Disclosure Schedule pertaining to such Owned Real Property. Except as set forth in Section 3.1(k)(i) of the Company Disclosure Schedule, the Company or its Subsidiaries has a valid leasehold interest in all Leased Real Property. Each Contract relating to such Leased Real Property is in full force and effect on the date hereof and will be in full force and effect on the Closing Date. There does not exist under any Contract governing the Leased Real Property any default or condition or event that, after notice or lapse of time or both, would constitute a default on the part of the Company or such Subsidiary or, to the Knowledge of the Company, on the part of any other parties to such lease governing the Leased Real Property. The consummation of the transactions contemplated hereby shall not under the terms of any Contract governing the Leased Real Property, (i) impose any material penalty or additional fee upon Parent, Merger Sub or the Company, (ii) cause the provisions of any such lease to be altered in any material and adverse respect, or (iii) cause a material breach or default with respect to any existing Contract governing Leased Real Property. With respect to the Real Property, except as disclosed in Section 3.1(k)(i) of the Company Disclosure Schedule: (A) neither the Company nor any Company Subsidiary owns of its Subsidiaries has entered into any real property. Section 4.16 of the Company Disclosure Letter sets forth a listwritten sublease, as of the date hereoflicense, of Contracts pursuant option, right, concession or other agreement or arrangement granting to which the Company or any Company Subsidiary leases, subleases or occupies any real property that is material to the Company or its Subsidiaries, in each case, other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material (such Contracts, “Company Leases”). Neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy any real property subject to a Company Lease such parcel of Real Property or any portion thereof. Each thereof or interest therein, except for Permitted Liens; (B) within the last 12 months, neither the Company Lease nor any of its Subsidiaries has received written notice of any pending or threatened condemnation or eminent domain proceedings or their local equivalent affecting or relating to such Real Property; (C) within the last 12 months, neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority or other Person that the use and occupancy of any of the Real Property, as currently used and occupied, and the conduct of the business thereon, as currently conducted, violates in any material respect any deed restrictions or applicable law, consisting of building codes, zoning, subdivision or other land use or similar laws; (D) all improvements on the Real Property (i) substantially conform to all applicable state and local laws, including zoning and building ordinances and health and safety ordinances, and such Real Property is validzoned for the various purposes for which the Real Property and improvements thereon are presently being used, binding (ii) are in good repair (ordinary wear and in full force tear excepted) and effect, subject are reasonably suitable for the use presently being made of such improvements and (iii) are adequate and sufficient to the Enforceability Limitations, and no uncured default of a material nature on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease. The Company or a Company Subsidiary has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each real property subject to the Company Leases necessary for the conduct operation of the business of the Company and its Subsidiaries as presently conducted. Except as disclosed in Section 3.1(k)(i) of the Company Subsidiaries as currently conductedDisclosure Schedule, free and clear all improvements on Owned Real Property are wholly within the boundaries of all Lienssuch property, other than Permitted Liens. The are owned by the Company or a one of its Subsidiaries and do not encroach upon the property or otherwise conflict with the property rights of any Person; (E) no claim or right of adverse possession has been claimed or threatened in writing to the Company Subsidiary has good or its Subsidiaries; and marketable title to, or a valid (F) any and binding leasehold or other interest in, all tangible personal property rights and easements (including ingress to and egress from the Real Property) necessary for the Company and its Subsidiaries to conduct of the business of as presently conducted on such Real Property are vested in the Company and the Company its Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, other than Permitted Liens.

Real Property; Assets. Neither the Company nor any Company Subsidiary owns any real property. Section 4.16 of the Company Disclosure Letter sets forth a list, as of the date hereof, of Contracts any Contract pursuant to which the Company or any Company Subsidiary leases, subleases or occupies any real property that is material to the Company or its Subsidiaries, in each case, (other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material material) (such Contracts, “Company Leases”). Neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy any real property subject to a Company Lease or any material portion thereof. Each Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Lease is valid, binding and in full force and effect, subject to the Enforceability Limitations, and no uncured default of a material nature on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease. The , (ii) the Company or a Company Subsidiary has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each real property subject to the Company Leases necessary for the conduct of the business of the Company and the Company Subsidiaries as currently conductedLeases, free and clear of all Liens, other than Permitted Liens. The Liens and (iii) the Company or a Company Subsidiary has good and marketable title to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, other than Permitted Liens.

Real Property; Assets. Neither the (a) Each Company nor any Company Subsidiary owns any real and its respective Subsidiaries has good and valid title to, or, if applicable, valid leasehold interests in, or valid license or right to use, all of such Company’s and its respective Subsidiaries’ material tangible personal property, in each case as such material tangible personal property is currently being used, subject to no security interests other than Permitted Liens. Section 4.16 of the Company Disclosure Letter sets forth (b) Schedule 4.12(b) contains a list, as of the date hereofof this Agreement, of Contracts pursuant to which the Company or any Company Subsidiary leases, subleases or occupies any all real property that is material to the leases under which either Company or its Subsidiaries, in each case, other than Contracts for ordinary course arrangements at “shared workspace” respective Subsidiaries is a lessee or “coworking space” facilities that are not holder of material (such Contracts, “Company Leases”). Neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy any real property subject to a Company Lease easements, entitlements or any portion thereof. Each Company Lease is valid, binding similar rights (the “Real Property Entitlements” and in full force and effect, subject to the Enforceability Limitations, and no uncured default of a material nature on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease. The Company or a Company Subsidiary has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each real property subject to the Real Property Entitlements, the “ Entitled Real Property”). Neither Company, nor any of its respective Subsidiaries (as applicable) nor, to the Knowledge of Sellers, the lessor, is in default in any material respect under any Real Property Entitlement. Neither Company Leases necessary nor any of its respective Subsidiaries has received any written notice of default with respect to a material payment obligation from a lessor under any Real Property Entitlement which has not been waived, cured, resolved or remedied. To the Knowledge of Sellers, there is no pending or threatened condemnation or expropriation or other similar Action or proposed Action or agreement for the conduct taking in lieu of condemnation with respect to any of the business Entitled Real Property. (c) Schedule 4.12(c) contains a list, as of the date of this Agreement, of all real property owned by each Company and its respective Subsidiaries (the “Owned Real Property”, together with the Entitled Real Property, the “Real Property”). With respect to the Owned Real Property, each Company and its respective Subsidiaries as currently conductedhas good and valid title to the Owned Real Property, free and clear of all Liens, Liens other than Permitted Liens. The Company , and, to the Knowledge of Sellers, there is no pending or a Company Subsidiary has good and marketable title to, threatened condemnation or a valid and binding leasehold expropriation or other interest in, all tangible personal property necessary for the conduct similar Action or Certain identified information marked with [***] has been excluded from this exhibit because it is not material and is of the business of type that the Company registrant treats as private and the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, other than Permitted Liensconfidential.

Real Property; Assets. Neither (a) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company nor any Company Subsidiary owns any Material Adverse Effect, with respect to the real property. Section 4.16 of the Company Disclosure Letter sets forth a list, as of the date hereof, of Contracts pursuant to which property owned by the Company or any Company Subsidiary leases, subleases or occupies any real property that is material to the Company or its Subsidiaries, in each case, other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material (such Contractsproperty collectively, the “Company LeasesOwned Real Property”). Neither , (i) either the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy any real property subject to a Company Lease or any portion thereof. Each Company Lease is valid, binding and in full force and effect, subject to the Enforceability Limitations, and no uncured default of a material nature on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease. The Company or a Company Subsidiary has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each real property subject to the Company Leases necessary for the conduct of the business of the Company and the Company Subsidiaries as currently conducted, free and clear of all Liens, other than Permitted Liens. The Company or a Company Subsidiary has good and marketable valid title to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, as currently conductedto such Owned Real Property, free and clear of all Liens, Liens other than (I) any such Lien which is a Real Estate Permitted LiensLien and (II) any conditions, covenants, encroachments, easements, restrictions and other encumbrances that do not materially adversely affect the use by the Company or any Company Subsidiary (or any successor in title to the Company or Company Subsidiary) of such Owned Real Property for residential home building activities, (ii) except as set forth on Section 3.16(a) of the Company Disclosure Letter or pursuant to Home Sale Contracts, there are no reversion rights, outstanding options or rights of first refusal in favor of any other Person to purchase, lease, occupy or otherwise utilize such Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially adversely affect the use by the Company or any Company Subsidiary (or any successor in title to the Company or Company Subsidiary) of such Owned Real Property for residential home building activities, and (iii) neither the Company nor the Company Subsidiaries have, nor to the Knowledge of the Company has any predecessor in title to the Company or a Company Subsidiary, collaterally assigned or granted a security interest in the Owned Real Property except for the Real Estate Permitted Liens and other Liens that were discharged in full prior to the date hereof. Neither the Company nor any of the Company Subsidiaries has received notice of any pending, and to the Knowledge of the Company there is no pending or threatened in writing, material condemnation or eminent domain proceeding, or any sale in lieu thereof, with respect to any Owned Real Property, except for dedications of roads or rights-of-way made as a result of the zoning, platting or development plans for such Owned Real Property.

Real Property; Assets. Neither the Company nor any Company Subsidiary owns any real property. Section 4.16 3.16 of the Company Disclosure Letter sets forth a list, as of the date hereof, of Contracts any Contract pursuant to which the Company or any Company Subsidiary leases, subleases or occupies any real property that is material to the Company or its Subsidiaries, in each case, other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material (such Contracts, “Company Leases”). Neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy any real property subject to a Company Lease or any portion thereof. Each Company Lease is valid, binding and in full force and effect, subject to the Enforceability Limitations, and no uncured default of a material nature on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease. The Company or a Company Subsidiary has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each real property subject to the Company Leases necessary for the conduct of the business of the Company and the Company Subsidiaries as currently conducted, free and clear of all Liens, other than Permitted Liens. The Company or a Company Subsidiary has good and marketable title to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, other than Permitted Liens.

Real Property; Assets. Neither None of the Company nor any Company Subsidiary Group Companies owns any real property, nor has any Group Company ever owned any real property. Section 4.16 Schedule 3.08 contains a true and complete list of the Company Disclosure Letter sets forth a list, as of the date hereof, of Contracts pursuant to which the Company or any Company Subsidiary all leases, licenses, subleases and occupancy agreements, together with any amendments or occupies any real property that is material to documents made supplemental thereto (the Company or its Subsidiaries, in each case, other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material (such Contracts, “Company Real Property Leases”). Neither the Company nor any Company Subsidiary has subleased, licensed with respect to all real property leased, licensed, subleased or otherwise granted any Person used or occupied by the right to use or occupy any real property subject to a Company Lease or any portion thereofGroup Companies (the “Leased Real Property”). Each Company Lease is valid, binding and The Real Property Leases are in full force and effect, and a Group Company holds a valid and existing leasehold interest under each such Real Property Lease, subject to proper authorization and execution of such lease by the Enforceability Limitationsother party and the application of any bankruptcy or creditor’s rights Laws, and no uncured default subject to Permitted Liens. All Leased Real Property is in good operating condition and repair and is suitable for the conduct of a material nature the applicable Group Companies’ business as presently conducted therein. No Group Company would owe any brokerage commissions or finders’ fees if any existing Real Property Leases were renewed pursuant to any renewal options contained in such Real Property Leases. To Seller’s knowledge, all improvements (if any) to be constructed on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect Leased Property pursuant to any Company Real Property Lease have been completed in accordance with and currently satisfy the terms of such Real Property Lease. The Company or a Company Subsidiary has a Group Companies have good and valid title to, or, in the case of leased properties and assets, valid leasehold interest interests in, all of its respective tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except (i) as reflected in the Annual Balance Sheet or contractual right to the Interim Balance Sheet or (ii) Permitted Liens. All equipment owned or leased by the Group Companies currently in use or occupy, subject to the terms of the applicable Company Lease, each real property subject to the Company Leases necessary and held for future use is (i) adequate for the conduct of the business of the Company and the Company Subsidiaries Group Companies as currently conductedconducted and (ii) in good operating condition, free regularly and clear of all Liensproperly maintained, other than Permitted Liens. The Company or a Company Subsidiary has good subject to normal wear and marketable title to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, other than Permitted Lienstear.

Real Property; Assets. Neither the Company nor any Company Subsidiary owns any real property. (a) Section 4.16 2.10(a) of the Company Seller Disclosure Letter Schedule sets forth a list, the address of each material parcel of leasehold or subleasehold estates and other material rights to use or occupy any land or improvements held by or for Seller (the “Leased Real Property”) as of the date hereof, . True and complete copies of Contracts pursuant to which the Company or any Company Subsidiary leases, subleases or occupies any real property that is material all leases and such other documents relating to the Company or its SubsidiariesLeased Real Property (including all extensions, in each casesupplements, amendments and other than Contracts for ordinary course arrangements at modifications thereof, waivers thereunder, and nondisturbance agreements, if any, relating thereto) (the “shared workspace” or “coworking space” facilities that are not material (such Contracts, “Company Real Property Leases”)) have been made available by Seller to Purchaser. Neither As of the Company nor any Company Subsidiary has subleasedEffective Date, licensed except for matters (xx) set forth in Section 2.10(a) of the Seller Disclosure Schedule, or otherwise granted any Person (yy) circumstances which would not reasonably be expected to result in a Material Adverse Effect, (i) the right to use or occupy any real property subject to a Company Lease or any portion thereof. Each Company Lease is valid, binding and Leases are in full force and effecteffect in accordance with their terms, subject (ii) Seller is not in default of any of its obligations under the Leases and (iii) to Seller’s knowledge, the landlords under the Leases are not in default of the landlords' obligations under the Leases. At the Closing, the premises to be conveyed or leased by Purchaser following the Closing pursuant to the Enforceability Limitations, and no uncured default of a material nature on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease. The Company or a Company Subsidiary has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each real property subject to the Company Leases necessary for the conduct of the business of the Company and the Company Subsidiaries as currently conducted, shall be free and clear of all Liens, subtenants and occupants other than Permitted LiensPurchaser’s employees. The Company (b) Seller has a valid leasehold interest in (other than those that have expired or a Company Subsidiary been terminated by operation of their terms since the date hereof), as the case may be, the Leased Real Property. Seller owns no real property. (c) Seller has good and marketable valid title toto all of its material properties, interests in properties and assets, real and personal, reflected on the most recent Seller SEC Report or a valid and binding leasehold or other interest in, all tangible personal property necessary for acquired since the conduct date of the business most recent Seller SEC Report, or, in the case of the Company material leased properties and the Company Subsidiariesassets, taken as a wholevalid leasehold interests in such properties and assets, as currently conducted, in each case free and clear clean of all Liens. (d) Except as to such items as would not reasonably be expected to result in a Material Adverse Effect, other than Permitted Liens.all personal property and equipment owned (including Inventory and Equipment), leased or otherwise used by Seller (i) are in a good state of 20 maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear), (ii) comply with the applicable leases and with all applicable Laws in all material respects, and (iii) are suitable for the purposes for which they are presently used. 2.11

Real Property; Assets. Neither Exhibit 10.3.5(a) contains the Company nor any Company Subsidiary owns any real property. Section 4.16 exact and complete list of all land, buildings or premises owned by the Company Disclosure Letter sets forth a list, as of Group Companies (the date hereof, of Contracts pursuant to which the Company or any Company Subsidiary leases, subleases or occupies any real property that is material to the Company or its Subsidiaries, in each case, other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material (such Contracts, “Company LeasesProperties”). Neither The Properties are in a state of tenant repair and maintenance which allows the Company nor any Company Subsidiary has subleasedGroup Companies to conduct their respective business in their normal course as they are currently carried on, licensed or otherwise granted any Person are covered by valid, regular ownership titles, held by the right to use or occupy any real property Group Companies, except as disclosed in Exhibit 10.3.5(b), and are not subject to any Encumbrance (which term, for the avoidance of doubt, shall exclude any easement (servitude)). The research required by the applicable regulations regarding asbestos were undertaken on each of the Properties and did not reveal any need to undergo asbestos removal work. No employee has notified any Group Company of any claim based on exposure to asbestos. No Property is the subject of an eminent domain expropriation, whether partial or full, or of any other administrative measure which could noticeably depreciate the value, nor is any easement (servitude) granted or held over any Property that has or would have Material Adverse Consequences. No party except Group Companies and Group Subsidiaries holds any right of occupancy or a Company Lease or lease over any portion thereofof the Properties. Each Company Lease is valid, binding and in full force and effect, subject The Group Companies have not received any notice of any pending proceeding regarding any of the Properties. All of the administrative authorizations relative to the Enforceability Limitations, and no uncured default of a material nature on the part occupation of the Company or, if applicable, any Company Subsidiary or, Properties have been received in a manner to authorise the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease. The Company or a Company Subsidiary has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each real property subject to the Company Leases necessary Properties for the conduct of the business of the Company relevant Group Companies. There is no pending proceeding that is of a nature that would cause the cancellation or withdrawal of these authorizations. The validity of these authorizations will not be called into question by the transfer of the Shares pursuant to this Agreement. All of the permits for demolition and construction related to the work undertaken on the Properties and the Company Subsidiaries as currently conducted, free certificates of conformity of said work have been obtained and clear of all Liens, other than Permitted Lienshave become definitive. The construction permits and the zoning permits related to the Properties are either not subject to conditions or subject to conditions that were satisfied or fully respected and performed. There is no reported or pending liability resulting from any third party claim against any Group Company which remains outstanding and relates to a land or a Company Subsidiary has good and marketable title to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct building occupied by any of the business of the Company and the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, other than Permitted LiensGroup Companies.

Real Property; Assets. (a) Section 3.7(a) of the Company Disclosure Schedule lists all material items of real property leased, subleased (as lessee or lessor), licensed or otherwise used by the Company or any of the Company Subsidiaries (the “Leased Real Property”). The Company and the Company Subsidiaries have valid leasehold interests in the Leased Real Property, in each case free and clear of all Liens, except for (i) Liens for Taxes and other governmental charges and assessments that are not yet due and payable or that are being contested in good faith by appropriate proceedings for which adequate reserves have been established on the Balance Sheet, (ii) Liens of carriers, warehousemen, mechanics, materialmen and other like Liens arising in the ordinary course of business consistent with past practice that are not yet due and payable or are being contested in good faith, (iii) purchase money Liens on property acquired by the Company or any Company Subsidiary after the Balance Sheet Date in connection with its business which were created contemporaneously with such acquisition to secure or provide for the payment or financing of all or any part of the purchase price thereof, (iv) easements, rights of way, restrictions, zoning ordinances and other similar encumbrances affecting the real property that do not materially interfere with the current use of rights, properties or assets affected thereby, (v) Liens disclosed on the Balance Sheet or notes thereto or Liens incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date, (vi) any other Liens that do not materially interfere with the current use of rights, properties or assets affected thereby, and (vii) statutory Liens in favor of lessors arising in connection with any property leased to the Company or the Company Subsidiaries (collectively, “Permitted Liens”). Neither the Company nor any Company Subsidiary owns any real property. Section 4.16 of the Company Disclosure Letter sets forth a list, as of the date hereof, of Contracts pursuant to which the Company or any Company Subsidiary leases, subleases or occupies any real property that is material to the Company or its Subsidiaries, in each case, other than Contracts for ordinary course arrangements at “shared workspace” or “coworking space” facilities that are not material (such Contracts, “Company Leases”). Neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy any real property subject to a Company Lease or any portion thereof. Each Company Lease is valid, binding and in full force and effect, subject to the Enforceability Limitations, and no uncured default of a material nature on the part of the Company or, if applicable, any Company Subsidiary or, to the Company’s Knowledge, the landlord thereunder exists with respect to any Company Lease. The Company or a Company Subsidiary has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Company Lease, each real property subject to the Company Leases necessary for the conduct of the business of the Company and the Company Subsidiaries as currently conducted, free and clear of all Liens, other than Permitted Liens. The Company or a Company Subsidiary has good and marketable title to, or a valid and binding leasehold or other interest in, all tangible personal property necessary for the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens, other than Permitted Liens.