Common use of Acquired Real Property Clause in Contracts

Acquired Real Property. Sellers and Covenantors represent and warrant as follows: (a) Schedule 1.1(a) contains a description of all real property owned or controlled by Sellers and Covenantors and used in the management or operation of the Purchased Assets; (b) On or before Closing, Sellers will have good, valid, marketable, indefeasible, fee simple title to all of the Purchased Assets including, without limitation, the Acquired Real Property; (c) Sellers have access to public roads or valid perpetual easements over private streets or private property for ingress to and egress from the Acquired Real Property; (d) Except as reflected on the Surveys, none of the structures or improvements on the Acquired Real Property encroaches upon real property of another person, and no structure or improvement of any other person substantially encroaches upon any of the Acquired Real Property, except for such encroachments that would not have, individually or in the aggregate, a material adverse effect on the value or present use of the Acquired Real Property; (e) The Acquired Real Property is not subject to any Liens, other than Liens for current taxes not yet due, Liens to be discharged at Closing, and rights of way, easements and other restrictions of record that do not have a Material Adverse Effect and are reflected on the Exception Documents; (f) Sellers and Covenantors have received no notice of actual or threatened special assessments or reassessments of the Acquired Real Property. (g) Except as necessary to acquire good, valid and marketable title prior to the Closing Date, Sellers and Covenantors have not entered into any other contracts for the sale of the Purchased Assets, nor are there any contracts for sale, rights of first refusal, rights of first offer or options to purchase the Purchased Assets, or any other rights of others that might prevent the consummation of the transactions contemplated by this Agreement. (h) Sellers and Covenantors are not in default concerning any of their obligations or liabilities regarding the Purchased Assets. (i) No Seller is a “foreign person”, “foreign partnership”, “foreign trust” or “foreign estate” as those terms are defined in Section 1445 of the Code. (j) There are no claims, actions, suits, proceedings or investigations pending or, to the knowledge of any Seller or Covenantor, threatened by any governmental department or agency, or any corporation, partnership, entity or person, which in any manner or to any extent may affect: (i) the Acquired Real Property, (ii) Sellers’ right, title and interest in and to any part or all of the Acquired Real Property, or (iii) Sellers’ ability to vest in Purchaser a fee simple ownership interest in the Purchased Assets, including the Acquired Real Property, free and clear of any and all liens (other than liens for current taxes not yet due), claims, encumbrances and rights of redemption. (k) Except as reflected in the Surveys, and except for the site within the Acquired Real Property on which the mill and related structures are located, the Acquired Real Property is not in a designated wetland, flood plain or flood insurance area. (l) As at the Closing, there will be no other matters affecting the Acquired Real Property or, to the knowledge of any Seller or Covenantor, threatened which might reasonably be expected to have a Material Adverse Effect on the value, marketability or present use of the Acquired Real Property.

Acquired Real Property. Sellers and Covenantors represent and warrant as follows: (a) Part A of Schedule 1.1(a) contains 1.1 sets forth a description correct list of all real property Real Property constituting any part of the Acquired Assets or otherwise owned (beneficially or controlled of record) or leased by Sellers and Covenantors and used Seller in the management or operation conduct of the Purchased Assets; (b) On or before ClosingBusiness, Sellers will have good, valid, marketable, indefeasible, fee simple title to all and identifies the current zoning of the Purchased Assets including, without limitation, the Acquired such Real Property; , all surveys and title insurance policies in Seller's possession (ctrue copies of which have been delivered to Buyer) Sellers have access covering any of, and all leases (whether as tenant or landlord) relating to, such properties. Other than as provided in this Agreement or as set forth on Part A of Schedule 3.11(a), there are no leases, subleases, options or other agreements, written or oral, granting to public roads any Person the right to purchase, use or valid perpetual easements over private streets or private property for ingress to and egress from the Acquired Real Property; (d) Except as reflected on the Surveys, none of the structures or improvements on occupy the Acquired Real Property encroaches upon real property or any portion thereof (other than rights of another personlandlords under leases of Leased Real Property). As of the Closing, Seller shall have provided Buyer with originals (or photocopies if originals are not available) of all certificates of occupancy (if legally required) and no structure other Permits for the Owned Real Property. Seller has not received any written or improvement oral notice or order by any Governmental Entity, any insurance company which has issued a policy with respect to any of such properties or any board of fire underwriters or other body exercising similar functions which (i) relates to violations of building, safety, fire or other ordinances or regulations, (ii) claims any defect or deficiency with respect to any of such properties or (iii) requests the performance of any repairs, alterations or other person substantially encroaches upon work to or in any of such properties or in the streets bounding the same, except such as do not individually or in the aggregate have a Material Adverse Effect. Seller has delivered to Buyer true, correct and complete copies of all leases and financing documents affecting all or any portion of the Acquired Real Property, except for such encroachments that would not have, individually or in the aggregate, a material adverse effect on the value or present use of the Acquired Real Property; (e) The Acquired Real Property is not subject to any Liens, other than Liens for current taxes not yet due, Liens to be discharged at Closing, and rights of way, easements and other restrictions of record that do not have a Material Adverse Effect and are reflected on the Exception Documents; (f) Sellers and Covenantors have received no notice of actual or threatened special assessments or reassessments of the Acquired Real Property. (g) Except as necessary to acquire good, valid and marketable title prior to the Closing Date, Sellers and Covenantors have not entered into any other contracts for the sale of the Purchased Assets, nor are there any contracts for sale, rights of first refusal, rights of first offer or options to purchase the Purchased Assets, or any other rights of others that might prevent the consummation of the transactions contemplated by this Agreement. (h) Sellers and Covenantors are not in default concerning any of their obligations or liabilities regarding the Purchased Assets. (i) No Seller is a “foreign person”, “foreign partnership”, “foreign trust” or “foreign estate” as those terms are defined in Section 1445 of the Code. (j) There are no claims, actions, suits, proceedings or investigations pending or, to the knowledge of any Seller or Covenantor, threatened by any governmental department or agency, or any corporation, partnership, entity or person, which in any manner or to any extent may affect: (i) the Acquired Real Property, (ii) Sellers’ right, title and interest in and to any part or all of the Acquired Real Property, or (iii) Sellers’ ability to vest in Purchaser a fee simple ownership interest in the Purchased Assets, including the Acquired Real Property, free and clear which are listed on Part A of any and all liens (other Schedule 3.6(a). Other than liens for current taxes not yet dueas set forth on Part B of Schedule 3.11(a), claims, encumbrances and rights none of redemption. (k) Except as reflected in the Surveys, and except for the site within the Acquired Real Property on which the mill and related structures are located, the Acquired Real Property is not in located within a designated wetland, flood plain or flood insurance area.100-year floodplain. (b) (li) As at the Closing, there will be no other matters affecting Seller has not received any written or oral notice that the Acquired Real Property oris to be revalued or reassessed for real property tax purposes except as set forth on Part A of Schedule 3.11(b) or that assessments for public improvements have been made against the Acquired Real Property which remain unpaid, and, to the knowledge best of Seller's knowledge, no such assessment has been proposed. (ii) There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of any Seller of the Acquired Real Property and, to the best of Seller's knowledge, no such proceeding is threatened. (iii) Except as set forth on Part B of Schedule 3.11(b), neither the Acquired Assets nor the Business benefit from any industrial or Covenantorother real or personal property tax abatements or exemptions or other incentives or inducements provided by any Governmental Entity or utility ("Inducements"), threatened including Inducements with respect to enterprise zones, sales tax, income tax, franchise tax, power or otherwise. The information set forth on Part B of Schedule 3.11(b) is accurate and complete. Except as disclosed on Part B of Schedule 3.11(b), each of the Contracts described on Part B of Schedule 3.11(b) is in full force and effect and constitutes the legal and binding obligation of, and is legally enforceable against, Seller, and, to the best of Seller's knowledge, any other party thereto, in accordance with its terms, and neither Seller, nor to the best of Seller's knowledge, any other party thereto, is in breach or default, and no event has occurred which might with notice or lapse of time would constitute a breach or default, or permit termination, modification, or loss of any of the Inducements provided for under such Contract, except for such failures to be legal and binding obligations and enforceable and such breaches, defaults, terminations, modifications, or losses which, individually and in the aggregate, are not reasonably be expected likely to have a Material Adverse Effect on the value, marketability or present use of the Acquired Real PropertyEffect.

Acquired Real Property. Sellers and Covenantors represent and warrant as follows: (a) Part A of Schedule 1.1(a) contains 1.1 sets forth ---------------------- a description correct list of all real property Real Property constituting any part of the Acquired Assets or otherwise owned (beneficially or controlled of record) or leased by Sellers and Covenantors and used Seller in the management or operation conduct of the Purchased Assets; (b) On or before ClosingBusiness, Sellers will have good, valid, marketable, indefeasible, fee simple title to all and identifies the current zoning of the Purchased Assets including, without limitation, the Acquired such Real Property; , all surveys and title insurance policies in Seller's possession (ctrue copies of which have been delivered to Buyer) Sellers have access covering any of, and all leases (whether as tenant or landlord) relating to, such properties. Other than as provided in this Agreement or as set forth on Part A of Schedule 3.11(a), there are no leases, subleases, options or other agreements, written or oral, granting to public roads any Person the right to purchase, use or valid perpetual easements over private streets or private property for ingress to and egress from the Acquired Real Property; (d) Except as reflected on the Surveys, none of the structures or improvements on occupy the Acquired Real Property encroaches upon real property or any portion thereof (other than rights of another personlandlords under leases of Leased Real Property). As of the Closing, Seller shall have provided Buyer with originals (or photocopies if originals are not available) of all certificates of occupancy (if legally required) and no structure other Permits for the Owned Real Property. Seller has not received any written or improvement oral notice or order by any Governmental Entity, any insurance company which has issued a policy with respect to any of such properties or any board of fire underwriters or other body exercising similar functions which (i) relates to violations of building, safety, fire or other ordinances or regulations, (ii) claims any defect or deficiency with respect to any of such properties or (iii) requests the performance of any repairs, alterations or other person substantially encroaches upon work to or in any of such properties or in the streets bounding the same, except such as do not individually or in the aggregate have a Material Adverse Effect. Seller has delivered to Buyer true, correct and complete copies of all leases and financing documents affecting all or any portion of the Acquired Real Property, except for such encroachments that would not haveall of which are listed on Part A of Schedule 3.6(a). Other than as set forth on Part B of Schedule 3.11(a), individually or in the aggregate, a material adverse effect on the value or present use none of the Acquired Real Property; (e) The Acquired Real Property is not subject to any Liens, other than Liens for current taxes not yet due, Liens to be discharged at Closing, and rights of way, easements and other restrictions of record that do not have located within a Material Adverse Effect and are reflected on the Exception Documents; (f) Sellers and Covenantors have received no notice of actual or threatened special assessments or reassessments of the Acquired Real Property. (g) Except as necessary to acquire good, valid and marketable title prior to the Closing Date, Sellers and Covenantors have not entered into any other contracts for the sale of the Purchased Assets, nor are there any contracts for sale, rights of first refusal, rights of first offer or options to purchase the Purchased Assets, or any other rights of others that might prevent the consummation of the transactions contemplated by this Agreement. (h) Sellers and Covenantors are not in default concerning any of their obligations or liabilities regarding the Purchased Assets100-year floodplain. (i) No Seller is a “foreign person”, “foreign partnership”, “foreign trust” has not received any written or “foreign estate” as those terms are defined in Section 1445 of the Code. (j) There are no claims, actions, suits, proceedings or investigations pending or, to the knowledge of any Seller or Covenantor, threatened by any governmental department or agency, or any corporation, partnership, entity or person, which in any manner or to any extent may affect: (i) the Acquired Real Property, (ii) Sellers’ right, title and interest in and to any part or all of the Acquired Real Property, or (iii) Sellers’ ability to vest in Purchaser a fee simple ownership interest in the Purchased Assets, including the Acquired Real Property, free and clear of any and all liens (other than liens for current taxes not yet due), claims, encumbrances and rights of redemption. (k) Except as reflected in the Surveys, and except for the site within the Acquired Real Property on which the mill and related structures are located, oral notice that the Acquired Real Property is not in a designated wetland, flood plain to be revalued or flood insurance area. (lreassessed for real property tax purposes except as set forth on Part A of Schedule 3.11(b) As at the Closing, there will be no other matters affecting or that assessments for public improvements have been made against the Acquired Real Property orwhich remain unpaid, and, to the knowledge best of Seller's knowledge, no such assessment has been proposed. (ii) There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of any Seller or Covenantor, threatened which might reasonably be expected to have a Material Adverse Effect on the value, marketability or present use of the Acquired Real PropertyProperty and, to the best of Seller's knowledge, no such proceeding is threatened.