FOR PERMITTED LIENS AND LIENS DISCLOSED IN SCHEDULE 4.15(A).
(B)
SCHEDULE 4.15(B) SETS FORTH A LIST OF ALL REAL PROPERTY ASSETS OWNED,
LEASED OR USED AND OCCUPIED BY THE COMPANY (THE "REAL PROPERTY").
WITH RESPECT
TO LEASED REAL PROPERTY, SCHEDULE 4.15(B) SETS FORTH, WITH RESPECT TO EACH SUCH
LEASE, THE REMAINING TERM OF EACH LEASE AND
23
IDENTIFIES EACH LEASE CONTAINING RENT ESCALATION PROVISIONS.
THE COMPANY HAS
GOOD, VALID AND INDEFEASIBLE FEE SIMPLE TITLE TO ALL OWNED REAL PROPERTY
INDICATED ON SCHEDULE 4.15(B), FREE AND CLEAR OF ALL LIENS, OTHER THAN PERMITTED
LIENS OR AS SET FORTH IN THE TITLE POLICIES ISSUED TO THE COMPANY.
THERE ARE NO
OUTSTANDING OPTIONS OR RIGHTS OF FIRST REFUSAL TO PURCHASE ANY OWNED REAL
PROPERTY, OR ANY PORTION THEREOF OR ANY INTEREST THEREIN.
WITH RESPECT TO
LEASED REAL PROPERTY, EXCEPT AS SET FORTH IN SCHEDULE 4.15(B), THE COMPANY IS A
TENANT OR POSSESSOR IN GOOD STANDING IN ACCORDANCE WITH THE TERMS OF ITS LEASE,
SUBLEASE OR SUB-SUBLEASE AND ALL RENTS DUE AND OWING AS OF THE DATE HEREOF AND
ALL DEMANDS FOR PAYMENT OF ADDITIONAL RENT, TO THE EXTENT SUCH DEMANDS HAVE BEEN
RECEIVED AS OF THE DATE HEREOF, UNDER SUCH LEASES HAVE BEEN PAID.
EXCEPT AS SET
FORTH ON SCHEDULE 4.15(B), NEITHER THE COMPANY NOR, TO THE COMPANY'S KNOWLEDGE,
ANY OTHER PARTY TO ANY SUCH LEASE IS IN DEFAULT OR BREACH IN ANY MATERIAL
RESPECT UNDER THE TERMS OF ANY SUCH LEASE.
THE COMPANY IS IN PEACEFUL AND
UNDISTURBED POSSESSION OF THE SPACE AND/OR ESTATE UNDER EACH LEASE TO WHICH IT
IS A TENANT.
EXCEPT AS SET FORTH ON SCHEDULE 4.15(B), THE COMPANY HAS NOT
RECEIVED ANY WRITTEN NOTICE OF ANY APPROPRIATION, CONDEMNATION OR LIKE
PROCEEDING, OR OF ANY VIOLATION OF ANY APPLICABLE ZONING LAW OR ORDER RELATING
TO OR AFFECTING THE REAL PROPERTY.
TO COMPANY'S KNOWLEDGE, THE REAL PROPERTY
HAS ADEQUATE UTILITIES (AS HEREINAFTER DEFINED) TO SERVE SUCH REAL PROPERTY FOR
THE USE TO WHICH SUCH REAL PROPERTY IS PRESENTLY BEING PUT, SUBJECT TO THE TERMS
AND PROVISIONS OF THE LEASES AND SUBLEASES AND THE RIGHTS AND INTERESTS OF THE
LANDLORDS AND OWNERS OF SUCH PROPERTIES.
FOR PURPOSES OF THIS AGREEMENT, THE
TERM "UTILITIES" MEANS ALL OR SOME OF THE FOLLOWING (TO THE EXTENT PRESENTLY
APPLICABLE): WATER DISTRIBUTION AND SERVICE FACILITIES; ELECTRICAL DISTRIBUTION
AND SERVICE FACILITIES; AND NATURAL GAS DISTRIBUTION AND SERVICE FACILITIES.
(C)
EXCEPT AS SET FORTH ON SCHEDULE 4.15(C), THE TANGIBLE PERSONAL PROPERTY OF
THE COMPANY WHEN TAKEN AS A WHOLE, AND ALL IMPROVEMENTS LOCATED ON REAL PROPERTY
OWNED OR LEASED BY THE COMPANY, ARE, IN ALL MATERIAL RESPECTS, IN OPERATING
CONDITION (SUBJECT TO NORMAL MAINTENANCE REQUIREMENTS AND NORMAL WEAR AND TEAR
EXCEPTED).
SECTION 4.16
INTELLECTUAL PROPERTY.
(A)
SCHEDULE 4.16(A)(1) SETS FORTH A
LIST OF ALL MATERIAL INTELLECTUAL PROPERTY RIGHTS WHICH ARE OWNED BY THE
COMPANY.
SCHEDULE 4.16(A)(2) SETS FORTH A LIST OF ALL INTELLECTUAL PROPERTY
RIGHTS TO WHICH THE COMPANY IS A LICENSEE (EXCEPT FOR COMMERCIALLY AVAILABLE
THIRD PARTY SOFTWARE TO WHICH THE COMPANY HAS A VALID RIGHT