Common use of Real Property; Assets Clause in Contracts

Real Property; Assets. (a) Except as is not reasonably likely to result, individually or in the aggregate, in a Material Adverse Effect on the Company, the Company or a Company Subsidiary has good and valid fee title to each real property interest or estate (other than any leasehold, license, easement or other non-fee interest or estate) owned by the Company or any Company Subsidiary and reflected in the balance sheet of the Company as of December 31, 2010 (or the notes thereto) included in the Company SEC Documents (individually, a “Company Owned Real Property”), in each case free and clear of all Liens and defects in title, except for (i) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business with respect to obligations which are not delinquent or which are being contested in good faith by appropriate proceedings, (ii) Liens for Taxes, assessments and other governmental charges and levies that (A) are not due and payable or that may thereafter be paid without interest or penalty or (B) are being contested in good faith by appropriate proceedings and which have been paid, or for which any reserves required by GAAP have been established, (iii) Liens affecting the interest of the grantor of any easements benefiting Company Owned Real Property, (iv) Liens (other than Liens securing indebtedness), minor defects or irregularities in title, conditions that would be disclosed by a current, accurate survey or physical inspection, easements, rights-of-way, covenants, restrictions and other similar matters that would not, individually or in the aggregate, reasonably be expected to materially impair the continued use and operation of the Company Owned Real Property to which they relate in the business of the Company and the Company Subsidiaries as presently conducted, (v) zoning, building and other similar codes and regulations, (vi) Liens securing indebtedness reflected in the consolidated balance sheet of the Company as of December 31, 2010 (or the notes thereto) included in the Company SEC Documents, and (vii) any lien arising out of or resulting from any (A) “material contract” as referenced in Section 3.16 or (B) any lease, license, sublease or sublicense of any Company Owned Real Property or Company Leased Real Property by the Company in favor of a third party (collectively, “Company Permitted Liens”).

Real Property; Assets. (a) Except as is not reasonably likely to result, individually or in Section 2.8 of the aggregate, in a Material Adverse Effect on the Company, the Company or a Company Subsidiary has good and valid fee title to each Disclosure Letter lists all material items of real property interest or estate (other than any leasehold, license, easement or other non-fee interest or estate) either owned by the Company Companies or any Company Subsidiary and reflected in of their respective subsidiaries (the balance sheet of the Company as of December 31, 2010 (or the notes thereto) included in the Company SEC Documents (individually, a “Company "Owned Real Property”") or leased by the Companies or any of ------------------- their respective subsidiaries (the "Leased Real Property"). The Companies or -------------------- their respective subsidiaries have good and marketable title to the Owned Real Property listed on Section 2.8 of the Disclosure Letter and valid leasehold interests in the Leased Real Property listed on Section 2.8 of the Disclosure Letter, in each case case, free and clear of all Liens and defects in titleLiens, except for (i) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or Liens for taxes and other like Liens arising or incurred in the ordinary course of business with respect to obligations governmental charges and assessments which are not delinquent yet due and payable or which are being contested in good faith by appropriate proceedings, (ii) Liens for Taxesof carriers, assessments warehousemen, mechanics and materialmen and other governmental charges like Liens arising in the ordinary course of business and levies that (A) are not due and payable or that may thereafter be paid without interest or penalty or (B) are being contested in good faith by appropriate proceedings and as to which adequate reserves have been paid, or for which any reserves established in the Financial Statements to the extent required by GAAP have been establishedGAAP, (iii) Liens affecting the interest of the grantor of any easements benefiting Company Owned Real Property, (iv) Liens (other than Liens securing indebtedness), minor defects or irregularities in title, conditions that would be disclosed by a current, accurate survey or physical inspection, easements, rights-of-rights of way, covenantstitle imperfections and restrictions, restrictions zoning ordinances and other similar matters encumbrances affecting the real property that would do not, individually or in the aggregate, reasonably be expected to materially adversely impair the continued use and operation as currently conducted of the Company Owned Real Property real property as to which they relate relate, (iv) statutory Liens in favor of lessors arising in connection with any property leased to the Companies or their subsidiaries and that do not, individually or in the business aggregate, materially adversely impair the continued use as currently conducted of the Company and the Company Subsidiaries real property as presently conductedto which they relate, (v) zoningLiens reflected in the Financial Statements or arising under the Contracts disclosed pursuant to Section 2.9 and that do not, building individually or in the aggregate, materially adversely impair the continued use as currently conducted of the real property to which they relate, and other similar codes and regulations, (vi) any other Liens securing indebtedness reflected in which do not materially interfere with the consolidated balance sheet current use of properties affected thereby ("Permitted Liens"). --------------- Existing public utility services (including, without limitation, all applicable electric lines, sewer and water lines, gas and telephone lines) necessary to the Company continued use as of December 31, 2010 (or the notes thereto) included in the Company SEC Documents, and (vii) any lien arising out of or resulting from any (A) “material contract” as referenced in Section 3.16 or (B) any lease, license, sublease or sublicense currently conducted of any Company Owned Real Property or Company Leased Real Property by the Company in favor of a third party (collectively, “Company Permitted Liens”)are available to service each such property.

Real Property; Assets. (a) Except as is not reasonably likely Schedule 2.8 lists all real property owned by any member of any Company Group or Spirent GmbH with respect to result, individually the German Branches (the "OWNED REAL PROPERTY") or leased by any member of any Company Group or Spirent GmbH with respect to the German Branches (the "LEASED REAL PROPERTY"). The Company Groups and Spirent GmbH with respect to the German Branches have good and marketable title to the Owned Real Property listed in the aggregate, in a Material Adverse Effect on the Company, the Company or a Company Subsidiary has Schedule 2.8 and good and valid fee title to each real property interest or estate leasehold interests in the Leased Real Amended and Restated 6 Stock Purchase Agreement Property listed in Schedule 2.8 (other than any leaseholdthe Taunton Lease, license, easement or other non-fee interest or estate) owned by the Company or any Company Subsidiary and reflected in the balance sheet of the Company as of December 31, 2010 (or the notes thereto) included in the Company SEC Documents (individually, which Spirent plc has a “Company Owned Real Property”valid leasehold interest), in each case case, free and clear of all Liens and defects in titleLiens, except for (i) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or Liens for taxes and other like Liens arising or incurred in the ordinary course of business with respect to obligations governmental charges and assessments which are not delinquent yet due and payable or which are being contested in good faith by appropriate proceedingsproceedings and as to which reserves have been set aside in the Financial Statements to the extent required by GAAP, (ii) Liens for Taxesof carriers, assessments warehousemen, mechanics and materialmen and other governmental charges like Liens arising in the ordinary course of business and levies that (A) are not due and payable or that may thereafter be paid without interest or penalty or (B) are being contested in good faith by appropriate proceedings and as to which reserves have been paid, or for which any reserves set aside in the Financial Statements to the extent required by GAAP have been establishedGAAP, (iii) Liens easements, rights of way, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting the interest of the grantor of any easements benefiting Company Owned Real Propertyreal property, (iv) statutory Liens (other than Liens securing indebtedness), minor defects in favor of lessors arising in connection with any property leased to any member of any Company Group or irregularities in title, conditions that would be disclosed by a current, accurate survey or physical inspection, easements, rights-of-way, covenants, restrictions and other similar matters that would not, individually or in Spirent GmbH with respect to the aggregate, reasonably be expected to materially impair the continued use and operation of the Company Owned Real Property to which they relate in the business of the Company and the Company Subsidiaries as presently conductedGerman Branches, (v) zoning, building and other similar codes and regulationsLiens arising under the Contracts disclosed pursuant to Section 2.9, (vi) Liens securing indebtedness reflected created by this Agreement and the Additional Transfer Agreements, PROVIDED that in each case referred to in (i) through (vi) above, such Liens and encumbrances do not impair or prevent the consolidated balance sheet use of the Company Owned Real Property or Leased Real Property as of December 31, 2010 (or the notes thereto) included in the Company SEC Documentspresently used, and (vii) any lien arising out other Liens which do not materially interfere with the current use of or resulting from any the properties affected thereby (A) “material contract” as referenced in Section 3.16 or (B) any lease, license, sublease or sublicense of any Company Owned Real Property or Company Leased Real Property by the Company in favor of a third party (collectively, “Company Permitted Liens”"PERMITTED LIENS").

Real Property; Assets. (a) Except as is not reasonably likely to result, individually or in the aggregate, in a Material Adverse Effect on the Company, the Company or a Company Subsidiary has good and valid fee title to each Schedule 4.7(a) lists all material items of real property interest or estate (other than any leasehold, license, easement or other non-fee interest or estate) now owned by the Company or any Company Subsidiary and reflected in its Subsidiaries (the balance sheet of the Company as of December 31, 2010 (or the notes thereto) included in the Company SEC Documents (individually, a “Company Owned Real Property”) or now leased by the Company or its Subsidiaries (the “Leased Real Property,” and together with Owned Real Property, the “Real Property”). Schedule 4.7(a)(ii) lists all material items of real property owned or leased by the Company or its Subsidiaries prior to the date of this Agreement and since May 23, 2003, but excluding the Real Property. The Company and its Subsidiaries have good and marketable fee simple title to the Owned Real Property listed on Schedule 4.7(a) and valid and subsisting leasehold interests in the Leased Real Property listed on Schedule 4.7(a), in each case case, free and clear of all Liens and defects in titleLiens, except for (i) mechanics’Liens for taxes and other governmental charges and assessments, carriers’, workmen’s, warehousemen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business with respect to obligations which are not delinquent yet due and payable or which are being contested in good faith by appropriate proceedingsproceedings if a reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made therefor, (ii) Liens for Taxesof carriers, assessments warehousemen, mechanics and materialmen and other governmental charges and levies like Liens arising in the ordinary course of business for sums that (A) are not yet due and payable or that may thereafter be paid without interest or penalty or (B) are being contested in good faith by appropriate proceedings and which have been paid, or for which any reserves required by GAAP have been establishedpayable, (iii) Liens easements, rights of way, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting the interest Real Property, in each case, which do not interfere with the ordinary conduct of the grantor business of any easements benefiting the Company Owned Real Propertyor its Subsidiaries and do not materially detract from the value of the property to which such Lien relates, (iv) statutory Liens in favor of lessors arising in connection with any property leased to the Company or any of its Subsidiaries which do not interfere with the ordinary conduct of the business of the Company or its Subsidiaries and do not materially detract from the value of the property to which such Lien relates, and (other than v) Liens securing indebtednessreflected in the Financial Statements (“Permitted Liens”). The Real Property is used and operated (i) in conformity with all applicable leases, minor defects or irregularities and (ii) in titleconformity with all applicable contracts, conditions commitments, licenses, Permits and Laws, except to the extent that would be disclosed by a current, accurate survey or physical inspection, easements, rights-of-way, covenants, restrictions and other similar matters that the failure so to conform would not, individually or in the aggregate, reasonably be expected to materially impair the continued use and operation of the Company Owned Real Property to which they relate in the business of the Company and the Company Subsidiaries as presently conducted, (v) zoning, building and other similar codes and regulations, (vi) Liens securing indebtedness reflected in the consolidated balance sheet of the Company as of December 31, 2010 (or the notes thereto) included in the Company SEC Documents, and (vii) any lien arising out of or resulting from any (A) “material contract” as referenced in Section 3.16 or (B) any lease, license, sublease or sublicense of any Company Owned Real Property or Company Leased Real Property by the Company in favor of have a third party (collectively, “Company Permitted Liens”)Material Adverse Effect.

Real Property; Assets. (a) Except as is not reasonably likely to result, individually or set forth in Section 3.12(a) of the aggregate, in a Material Adverse Effect on the CompanyCompany Disclosure Schedule, the Company or a Company Subsidiary has good and valid fee marketable title to each real property interest or estate (other than any leasehold, license, easement or other non-fee interest or estate) all material assets owned by the Company or any Company Subsidiary and reflected in the balance sheet of Subsidiaries (the Company as of December 31, 2010 (or the notes thereto) included in the Company SEC Documents (individually, a “Company Owned Real PropertyAssets”), in each case free and clear of all Liens and defects in titleLiens, except for other than (i) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business with respect to obligations which are not delinquent or which are being contested in good faith by appropriate proceedings, (ii) Liens for Taxes, assessments and other governmental charges and levies that (A) are current Taxes not yet past due and payable or and liens for Taxes that may thereafter be paid without interest or penalty or (B) are being contested in good faith by appropriate proceedings and for which appropriate reserves have been paidestablished in accordance with GAAP, or (ii) mechanics’ and materialmen’s Liens for which any reserves required by GAAP have been establishedconstruction in progress for amounts not yet past due and payable, (iii) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens affecting arising in the interest ordinary course of business of the grantor of any easements benefiting Company Owned Real Propertyor the Subsidiary consistent with past practice, for amounts not yet past due and payable, and (iv) Liens easements, covenants, conditions, restrictions and similar matters of record not violated by the current use or occupancy of the Owned Assets or the operation of the business of the Company or the Subsidiaries (collectively, “Permitted Liens”). The buildings, structures, improvements, fixtures, machinery, equipment, personal properties, vehicles and other tangible assets owned by the Company and the Subsidiaries (other than Liens securing indebtedness)assets that are not necessary for the operation of the business of the Company and the Subsidiaries) have been installed, minor defects or irregularities maintained and operated in titleconformity with all applicable Laws, conditions that would be disclosed by a current, accurate survey or physical inspection, easements, rights-of-way, covenants, restrictions regulations and other similar matters that insurance policies (except as would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect), are in good condition and repair (reasonable wear and tear excepted), are usable in the ordinary course of business, and to materially impair the continued use Company’s Knowledge, there are no latent defects with respect thereto. The properties and operation of assets owned, leased or used by the Company Owned Real Property or any Subsidiary, both tangible and intangible, are sufficient and adequate to which they relate carry on their respective businesses in the business of the Company and the Company Subsidiaries all material respects as presently conducted, (v) zoning, building and other similar codes and regulations, (vi) Liens securing indebtedness reflected in the consolidated balance sheet of the Company as of December 31, 2010 (or the notes thereto) included in the Company SEC Documents, and (vii) any lien arising out of or resulting from any (A) “material contract” as referenced in Section 3.16 or (B) any lease, license, sublease or sublicense of any Company Owned Real Property or Company Leased Real Property by the Company in favor of a third party (collectively, “Company Permitted Liens”).

Real Property; Assets. (a) Except as is not reasonably likely to result, individually or in the aggregate, in a Material Adverse Effect on the Company, the Company or a Company Subsidiary has good and valid fee title to each Schedule 4.8(a) lists all real property interest or estate (other than any leasehold, license, easement or other non-fee interest or estate) owned by the Company or any Company Subsidiary and reflected in its subsidiaries (the balance sheet of "OWNED REAL PROPERTY") or leased by the Company as of December 31, 2010 or its subsidiaries (or the notes thereto) included in the Company SEC Documents (individually, a “Company "LEASED REAL PROPERTY," and together with Owned Real Property”, the "REAL PROPERTY"). Except as set forth in Schedule 4.8(a), the Company and its subsidiaries have good and marketable title to the Owned Real Property listed on Schedule 4.8(a) and valid and subsisting leasehold interests in the Leased Real Property listed on Schedule 4.8(a), in each case case, free and clear of all Liens and defects in titleLiens, except for (iI) mechanics’Liens reflected in Schedule 4.8(a), carriers’, workmen’s, warehousemen’s, repairmen’s or (II) Liens for taxes and other like Liens arising or incurred in the ordinary course of business with respect to obligations governmental charges and assessments which are not delinquent yet due and payable or which are being contested in good faith by appropriate proceedingsproceedings if a reserve or other appropriate provisions, (ii) Liens for Taxesif any, assessments and other governmental charges and levies that (A) are not due and payable or that may thereafter as shall be paid without interest or penalty or (B) are being contested in good faith by appropriate proceedings and which have been paid, or for which any reserves required by GAAP shall have been establishedmade therefor, (iiiIII) Liens of carriers, warehousemen, mechanics and materialmen and other like Liens arising in the ordinary course of business for sums that are not yet due and payable, (IV) easements, rights of way, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting the interest of the grantor of any easements benefiting Company Owned Real Property, in each case, which do not interfere with the ordinary conduct of the business of the Company or its subsidiaries and do not materially detract from the value of the property to which such encumbrance relates, (ivV) statutory Liens in favor of lessors arising in connection with any property leased to the Company or any of its subsidiaries which do not interfere with the ordinary conduct of the business of the Company or its subsidiaries and do not materially detract from the value of the property to which such encumbrance relates and (VI) Liens reflected on the face of or in the notes to the Financial Statements (other than Liens securing indebtedness"PERMITTED LIENS"). The Real Property and Leased Personal Property is used and operated (I) in conformity with all applicable leases, minor defects or irregularities and (II) in titleconformity with all applicable contracts, conditions commitments, licenses and permits, to the extent that the failure so to conform would be disclosed by a current, accurate survey or physical inspection, easements, rights-of-way, covenants, restrictions and other similar matters that would not, not individually or in the aggregate, reasonably be expected to materially impair have a Material Adverse Effect on the continued use and operation of the Company Owned Real Property to which they relate in the business of the Company and the Company Subsidiaries as presently conducted, (v) zoning, building and other similar codes and regulations, (vi) Liens securing indebtedness reflected in the consolidated balance sheet of the Company as of December 31, 2010 (or the notes thereto) included in the Company SEC Documents, and (vii) any lien arising out of or resulting from any (A) “material contract” as referenced in Section 3.16 or (B) any lease, license, sublease or sublicense of any Company Owned Real Property or Company Leased Real Property by the Company in favor of a third party (collectively, “Company Permitted Liens”)Company.

Real Property; Assets. (a) Except as is not reasonably likely to result, individually or in the aggregate, in a Material Adverse Effect on the Company, the Company or a Company Subsidiary has good and valid fee title to each Schedule 4.8(a) lists all material items of real property interest or estate (other than any leasehold, license, easement or other non-fee interest or estate) owned by the Company or any Company Subsidiary and reflected in its Subsidiaries (the balance sheet of the Company as of December 31, 2010 (or the notes thereto) included in the Company SEC Documents (individually, a “Company Owned Real Property”) or leased by the Company or its Subsidiaries (the “Leased Real Property,” and together with Owned Real Property, the “Real Property”). The Company and its Subsidiaries have good and marketable title to the Owned Real Property listed on Schedule 4.8(a) and valid and subsisting leasehold interests in the Leased Real Property listed on Schedule 4.8(a), in each case case, free and clear of all Liens and defects in titleLiens, except for (i) mechanics’Liens for taxes and other governmental charges and assessments, carriers’, workmen’s, warehousemen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business with respect to obligations which are not delinquent yet due and payable or which are being contested in good faith by appropriate proceedingsproceedings if a reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made therefor, (ii) Liens for Taxesof carriers, assessments warehousemen, mechanics and materialmen and other governmental charges and levies like Liens arising in the ordinary course of business for sums that (A) are not yet due and payable or that may thereafter be paid without interest or penalty or (B) are being contested in good faith by appropriate proceedings and which have been paid, or for which any reserves required by GAAP have been establishedpayable, (iii) Liens easements, rights of way, title imperfections and restrictions, zoning ordinances and other similar encumbrances affecting the interest Real Property, in each case, which do not interfere with the ordinary conduct of the grantor business of any easements benefiting the Company Owned Real Propertyor its Subsidiaries and do not materially detract from the value of the property to which such Lien relates, (iv) statutory Liens in favor of lessors arising in connection with any property leased to the Company or any of its Subsidiaries which do not interfere with the ordinary conduct of the business of the Company or its Subsidiaries and do not materially detract from the value of the property to which such Lien relates, and (other than v) Liens securing indebtednessreflected in the Financial Statements (“Permitted Liens”). The Real Property is used and operated (i) in conformity with all applicable leases, and (ii) in conformity with all applicable contracts, commitments, licenses, Permits and Laws (as such terms are hereinafter defined), minor defects or irregularities in title, conditions except to the extent that would be disclosed by a current, accurate survey or physical inspection, easements, rights-of-way, covenants, restrictions and other similar matters that the failure so to conform would not, individually or in the aggregate, reasonably be expected to materially impair the continued use and operation of the Company Owned Real Property to which they relate in the business of the Company and the Company Subsidiaries as presently conducted, (v) zoning, building and other similar codes and regulations, (vi) Liens securing indebtedness reflected in the consolidated balance sheet of the Company as of December 31, 2010 (or the notes thereto) included in the Company SEC Documents, and (vii) any lien arising out of or resulting from any (A) “material contract” as referenced in Section 3.16 or (B) any lease, license, sublease or sublicense of any Company Owned Real Property or Company Leased Real Property by the Company in favor of have a third party (collectively, “Company Permitted Liens”)Material Adverse Effect.