Common use of Interests in Real Property Clause in Contracts

Interests in Real Property. (a) Section 5.23(a) of the Company Disclosure Memorandum sets forth a true and complete list of all real properties owned by the Company Entities (the "Owned Real Property"). Section 5.23(a) of the Company Disclosure Memorandum sets forth (i) the street address and use description of each Owned Real Property, (ii) the name of the entity which holds the interest in each Owned Real Property (each, an "Owner" and, collectively, the "Owners"), and (iii) the approximate square footage of each Owned Real Property. Except as disclosed in Section 5.23(a) of the Company Disclosure Memorandum, the Owners own good, marketable and insurable fee simple title to each of the Owned Real Property and such interests are not subject to any Liens. Except as disclosed in Section 5.23(a) of the Company Disclosure Memorandum, none of the Owned Real Property is subject to any lease, sublease, license or other agreement granting to any person any right to the use, occupancy or enjoyment thereof (or any portion thereof). (i) Company has made available to Parent all plans, specifications and architectural drawings and all warranties relating to the Owned Real Property or the buildings, structures, improvements, equipment, facilities, plants and fixtures comprising, situated at or located thereon, to the extent in Company's possession. (ii) All Owned Real Property includes all utilities and rights of access to public roads, streets or the like or valid easements over private streets, roads or other private property for such ingress to and egress from the Real Property, except as would not materially impair the ability to use any such Real Property as presently conducted. (b) Section 5.23(b) of the Company Disclosure Memorandum sets forth a true and complete list of all real properties leased or subleased by each Company Entity (the "Leased Real Property" and, together with the Owned Real Property, collectively, the "Real Property"). Section 5.23(b) of the Company Disclosure Memorandum sets forth (i) the street address and use description of each Leased Real Property, (ii) the name of the entity which holds the interest in each Leased Real Property (each, a "Lessee" and, collectively, the "Lessees"), (iii) the approximate square footage of each Leased Real Property. (c) Other than the Real Property Leases, no Company Entity (or their subsidiaries) is a party to any lease, sublease, license or other agreement granting to any Person any right to the use, occupancy or enjoyment of real property. (d) Except as disclosed in Section 5.23(d) of the Company Disclosure Memorandum, to the Knowledge of Company, there does not exist under any Real Property Leases any Default by any party thereto. (e) Except as disclosed in Section 5.23(e) of the Company Disclosure Memorandum, no Company Entity has subleased, licensed or granted other interests giving any Person any right to the use, occupancy or enjoyment of the Leased Real Property or any portion thereof. (f) Except as disclosed in Section 5.23(f) of the Company Disclosure Memorandum, the Lessees' interests with respect to the Real Property Leases have not been assigned or pledged and such interests are not subject to any Liens. (g) Company has made available to Parent a copy of each Real Property Lease or other written evidence of the obligations, and all amendments thereto, as listed in Section 5.23(b) of the Company Disclosure Memorandum. (h) Except as identified in Section 5.23(h) of the Company Disclosure Memorandum, the indirect transfer of the Real Property to Parent (or to a designee of Parent), as contemplated by this Agreement, does not require the consent or approval of any other party. No Owner or Lessee is a party to or obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease any of the Real Property or any portion thereof or interest therein to any Person (other than pursuant to this Agreement). (i) Except as set forth in Section 5.23(i) of the Company Disclosure Memorandum, neither Company nor any Owner or Lessee has any Knowledge of (nor has it received written notice of) any existing, pending or threatened: (i) condemnation of any part of the Real Property; (ii) special assessments against any part of the Real Property; (iii) litigation against Company or any Owner or Lessee for breach of any restrictive covenant or other agreement affecting any part of the Real Property; or (iv) discontinuation of sewer, water, electric, gas, telephone or other utilities or services presently provided or available to the Real Property. (j) Except as set forth in Section 5.23(j) of the Company Disclosure Memorandum, all brokerage commissions and other compensation and fees payable by reason of the Leased Real Property, have been paid in full except for such commissions and other compensation related to options or extensions in the Real Property Leases which are not yet exercised.

Interests in Real Property. (a) Section 5.23(a) of the No Company Disclosure Memorandum sets forth a true and complete list of all Entity owns any real properties owned by the Company Entities (the "Owned Real Property"). Section 5.23(a) of the Company Disclosure Memorandum sets forth (i) the street address and use description of each Owned Real Property, (ii) the name of the entity which holds the interest in each Owned Real Property (each, an "Owner" and, collectively, the "Owners"), and (iii) the approximate square footage of each Owned Real Property. Except as disclosed in Section 5.23(a) of the Company Disclosure Memorandum, the Owners own good, marketable and insurable fee simple title to each of the Owned Real Property and such interests are not subject to any Liens. Except as disclosed in Section 5.23(a) of the Company Disclosure Memorandum, none of the Owned Real Property is subject to any lease, sublease, license or other agreement granting to any person any right to the use, occupancy or enjoyment thereof (or any portion thereof). (i) Company has made available to Parent all plans, specifications and architectural drawings and all warranties relating to the Owned Real Property or the buildings, structures, improvements, equipment, facilities, plants and fixtures comprising, situated at or located thereon, to the extent in Company's possession. (ii) All Owned Real Property includes all utilities and rights of access to public roads, streets or the like or valid easements over private streets, roads or other private property for such ingress to and egress from the Real Property, except as would not materially impair the ability to use any such Real Property as presently conductedproperty. (b) Section 5.23(b4.20(b) of the Company Disclosure Memorandum sets forth a true and complete list of all real properties leased or subleased by each to a Company Entity (the "each, a “Leased Real Property" and”), together with the Owned Real Property, collectively, the "Real Property"). Section 5.23(b) of the Company Disclosure Memorandum sets forth including (i) the street address and use description of each Leased Real Property, Property and (ii) the name of the entity Company Entity which holds the interest in each Leased Real Property (each, a "“Lessee" ” and, collectively, the "“Lessees"”), (iii) the approximate square footage of each Leased Real Property. (c) Other than the No Company Entity is in Default under any Real Property Leases, no Company Entity (or their subsidiaries) is a party to any lease, sublease, license or other agreement granting to any Person any right Lease and to the useCompany’s Knowledge, occupancy there does not exist any Default by any other party thereto, where such Default has had or enjoyment of real propertycould reasonably be expected to have a Company Material Adverse Effect. (d) Except as disclosed in Section 5.23(d) of the Company Disclosure Memorandum, to the Knowledge of Company, there does not exist under any Real Property Leases any Default by any party thereto. (e) Except as disclosed in Section 5.23(e) of the Company Disclosure Memorandum, no No Company Entity has subleased, licensed or granted other interests giving any Person any right to the use, occupancy or enjoyment of the Leased Real Property or any portion thereof. (e) None of the Lessees’ interests with respect to the Leased Real Property (i) has been assigned or pledged, or (ii) is subject to any Liens. (f) Except as disclosed in Section 5.23(f4.20(f) of the Company Disclosure Memorandum, USA has provided Buyer with a true and complete copy of the Real Property Leases (including all modifications, amendments, renewals, assignments, subleases and agreements to lease in respect thereof) for each of the Leased Real Properties listed in Section 4.20(b) of the Company Disclosure Memorandum and there are no other leases, agreements to lease tenancy arrangements or licenses, or modifications, amendments, renewals, assignments or subleases thereof, written or oral, relating to the Company Entities’ use of any real property. (g) Except as identified in Section 4.20(g) of the Company Disclosure Memorandum, the Lessees' interests with respect transactions contemplated by this Agreement do not require the Consent of any other party to the Real Property Leases have not been assigned or pledged and such interests are not subject to any Liens. (g) Company has made available to Parent a copy of each Real Property Lease or other written evidence of the obligations, and all amendments thereto, as listed in Section 5.23(b) of the Company Disclosure MemorandumLeases. (h) Each Company Entity has a valid leasehold interest in and to all of the Leased Real Property currently leased by it. (i) Each Real Property Lease is legal, valid, binding and enforceable in accordance with its terms and in full force and effect. (j) Except as identified disclosed in Section 5.23(h4.20(j) of the Company Disclosure Memorandum, the indirect transfer each Lessee is in actual possession of the Leased Real Property to Parent of which it is Lessee. (or to a designee of Parent), as contemplated by this Agreement, does not require the consent or approval of any other party. k) No Owner or Lessee is a party to or obligated under any option, right of first refusal or other contractual right Contract to sell, dispose of or lease any of the Leased Real Property or any portion thereof or interest therein to any Person (other than pursuant to this Agreement). (il) Except as set forth in Section 5.23(i) of There is no pending nor, to the Company Disclosure MemorandumCompany’s Knowledge, neither Company nor any Owner or Lessee has any Knowledge of (nor has it received written notice of) any existing, pending or threatened: (i) condemnation of any part of any of the Leased Real PropertyProperties; (ii) special assessments against any part of the Real Property; (iii) litigation against Company or any Owner or Lessee for breach of any restrictive covenant or other agreement affecting any part of the Leased Real PropertyProperties; or (iviii) discontinuation of sewer, water, electric, gas, telephone or other utilities or services presently provided or available to any of the Leased Real PropertyProperties. (jm) Except as set forth in Section 5.23(j) of the Company Disclosure Memorandum, all All brokerage commissions and other compensation and fees payable by reason a Company Entity in connection with its lease of the any Leased Real Property, have been paid in full except for such commissions and other compensation related to options or extensions in the Real Property Leases which are not yet exercisedfull.

Interests in Real Property. (a) Section 5.23(a) of At the Closing, the Shareholders shall -------------------------- cause the Company Disclosure Memorandum sets forth a true to obtain, and complete list of all real properties owned by the Company Entities (shall obtain and deliver to the "Owned Real Property"). Section 5.23(a) of the Company Disclosure Memorandum sets forth (i) the street address and use description of each Owned Real Property, (ii) the name of the entity which holds the interest in each Owned Real Property (each, an "Owner" and, collectivelyBuyer Group, the "Owners"), and (iii) the approximate square footage of each Owned Real Property. Except as disclosed in Section 5.23(a) of the Company Disclosure Memorandum, the Owners own good, marketable and insurable fee simple title to each of the Owned Real Property and such interests are not subject to any Liens. Except as disclosed in Section 5.23(a) of the Company Disclosure Memorandum, none of the Owned Real Property is subject to any lease, sublease, license or other agreement granting to any person any right following documents with respect to the use, occupancy or enjoyment thereof (or any portion thereof).transfer of interests in real property: (i) Company has made available to Parent all plans, specifications and architectural drawings and all warranties relating to The Articles of Merger executed by the Owned Real Property or the buildings, structures, improvements, equipment, facilities, plants and fixtures comprising, situated at or located thereon, to the extent in Company's possession.; (ii) All Owned Real Property includes all utilities and rights (A) a validly issued permanent certificate of access to public roads, streets or the like or valid easements over private streets, roads or other private property occupancy for such ingress to and egress from the Real Property, except as would not materially impair the ability to use any such Real Property as presently conducted. (b) Section 5.23(b) each of the Company Disclosure Memorandum sets forth buildings comprising a true and complete list of all real properties leased or subleased by each Company Entity (the "Leased Real Property" and, together with the Owned Real Property, collectively, the "Real Property"). Section 5.23(b) of the Company Disclosure Memorandum sets forth (i) the street address and use description of each Leased Real Property, (ii) the name of the entity which holds the interest in each Leased Real Property (each, a "Lessee" and, collectively, the "Lessees"), (iii) the approximate square footage of each Leased Real Property. (c) Other than the Real Property Leases, no Company Entity (or their subsidiaries) is a party to any lease, sublease, license or other agreement granting to any Person any right to the use, occupancy or enjoyment of real property. (d) Except as disclosed in Section 5.23(d) of the Company Disclosure Memorandum, to the Knowledge of Company, there does not exist under any Real Property Leases any Default by any party thereto. (e) Except as disclosed in Section 5.23(e) of the Company Disclosure Memorandum, no Company Entity has subleased, licensed or granted other interests giving any Person any right to the use, occupancy or enjoyment of the Leased Real Property or any portion thereof. (f) Except as disclosed in Section 5.23(f) of the Company Disclosure Memorandum, the Lessees' interests with respect to the Real Property Leases have not been assigned or pledged and such interests are not subject to any Liens. (g) Company has made available to Parent a copy of each Real Property Lease or other written evidence of the obligations, and all amendments thereto, as listed in Section 5.23(b) of the Company Disclosure Memorandum. (h) Except as identified in Section 5.23(h) of the Company Disclosure Memorandum, the indirect transfer of the Real Property to Parent (or to a designee of Parent), as contemplated by this Agreement, does not require the consent or approval of any other party. No Owner or Lessee is a party to or obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease any of the Real Property or any portion thereof or interest therein to any Person (other than pursuant to this Agreement). (i) Except as set forth in Section 5.23(i) of the Company Disclosure Memorandum, neither Company nor any Owner or Lessee has any Knowledge of (nor has it received written notice of) any existing, pending or threatened: (i) condemnation of any part of the Real Property; (iiB) special assessments against to the extent in the possession of the Seller Group, all licenses and permits, authorizations and approvals pertaining to the Real Property; and (C) to the extent in the possession of the Seller Group, all guarantees and warranties which the Company has received in connection with any work or services performed or equipment installed in the aforementioned buildings and all improvements erected on the Real Property; (iii) Such affidavits, indemnities and information (including, without limitation, an owner's title affidavit and a non-imputation affidavit) as the Buyer's title insurance company shall require in order to issue policies of title insurance in the form required by this Agreement; (iv) To the extent in the possession of the Seller's Group, a set of plans and specifications of the buildings and all improvements comprising a part of the Real Property; ; (v) a Certificate of Non-Foreign Status (as hereinafter defined) (vi) a letter from the Trustees of the 17 Xxxxxxx Three condominium that all condominium common charges and assessments have been paid through January 12, 2000. (vii) an Amended and Restated Lease between Company and P.C. Card in the form attached hereto as Exhibit 5.8 (the "Amended and Restated Lease"). (b) The following are to be apportioned between the parties as of and on the Closing Date: (i) ad valorem, real estate and personal property taxes, water charges, and sewer rents; (ii) utilities, including telephone, steam, electricity and gas; (iii) litigation against Company or any Owner or Lessee for breach of any restrictive covenant or other agreement affecting any part of the rents under Real PropertyProperty Contacts; or and (iv) discontinuation condominium common charges of sewer, water, electric, gas, telephone or other utilities or services presently provided or available the 17 Xxxxxxx Three condominium; (c) All real estate taxes and assessment pertaining to the Owned Real Property. (j) Except as set forth in Section 5.23(j) of the Company Disclosure Memorandum, all brokerage commissions and other compensation and fees payable by reason of the Leased Real Property, have been Property will be paid in full except by Company for such commissions and other compensation related to options or extensions the tax period in which the Real Property Leases which are not yet exercisedClosing occurs.

Interests in Real Property. (a1) Section 5.23(a) of At the Company Disclosure Memorandum sets forth a true and complete list of all real properties owned by the Company Entities (the "Owned Real Property"). Section 5.23(a) of the Company Disclosure Memorandum sets forth (i) the street address and use description of each Owned Real Property, (ii) the name of the entity which holds the interest in each Owned Real Property (each, an "Owner" and, collectivelyClosing, the "Owners")Shareholders shall cause the Transferor to obtain, and (iii) the approximate square footage of each Owned Real Property. Except as disclosed in Section 5.23(a) of the Company Disclosure MemorandumTransferor shall obtain, the Owners own good, marketable and insurable fee simple title to each of the Owned Real Property and such interests are not subject to any Liens. Except as disclosed in Section 5.23(a) of the Company Disclosure Memorandum, none of the Owned Real Property is subject to any lease, sublease, license or other agreement granting to any person any right to the use, occupancy or enjoyment thereof (or any portion thereof). (i) Company has made available to Parent all plans, specifications and architectural drawings and all warranties relating to the Owned Real Property or the buildings, structures, improvements, equipment, facilities, plants and fixtures comprising, situated at or located thereon, to the extent in Company's possession. (ii) All Owned Real Property includes all utilities and rights of access to public roads, streets or the like or valid easements over private streets, roads or other private property for such ingress to and egress from the Real Property, except as would not materially impair the ability to use any such Real Property as presently conducted. (b) Section 5.23(b) of the Company Disclosure Memorandum sets forth a true and complete list of all real properties leased or subleased by each Company Entity (the "Leased Real Property" and, together with the Owned Real Property, collectively, the "Real Property"). Section 5.23(b) of the Company Disclosure Memorandum sets forth (i) the street address and use description of each Leased Real Property, (ii) the name of the entity which holds the interest in each Leased Real Property (each, a "Lessee" and, collectively, the "Lessees"), (iii) the approximate square footage of each Leased Real Property. (c) Other than the Real Property Leases, no Company Entity (or their subsidiaries) is a party to any lease, sublease, license or other agreement granting to any Person any right to the use, occupancy or enjoyment of real property. (d) Except as disclosed in Section 5.23(d) of the Company Disclosure Memorandum, to the Knowledge of Company, there does not exist under any Real Property Leases any Default by any party thereto. (e) Except as disclosed in Section 5.23(e) of the Company Disclosure Memorandum, no Company Entity has subleased, licensed or granted other interests giving any Person any right to the use, occupancy or enjoyment of the Leased Real Property or any portion thereof. (f) Except as disclosed in Section 5.23(f) of the Company Disclosure Memorandum, the Lessees' interests following documents with respect to the transfer of interests in the Real Property Leases have not been assigned or pledged and such interests are not subject to any Liens.Property: (g1) Company has made available to Parent a copy of each Real Property Lease or other written evidence of warranty deed (the obligations, and all amendments thereto, "Deed") in the form attached hereto as listed in Section 5.23(b) of the Company Disclosure Memorandum.Exhibit 7.20(a); (h2) Except as identified the Deed shall be in Section 5.23(h) of recordable form. The Deed shall have affixed thereto any requisite surtax and documentary tax stamps, in proper amount, affixed and with the Company Disclosure Memorandumcosts shared equally between the Transferor and the Transferee. At the Closing, the indirect Transferor shall pay the appropriate tax collecting agency all taxes and charges in connection with the sale and transfer of the Real Property by the Transferor to Parent (or to a designee of Parent), as contemplated by this Agreement, does not require the consent or approval of any other party. No Owner or Lessee is a party to or obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease any Transferee and the recording of the Real Property or any portion thereof or interest therein to any Person (other than pursuant to this Agreement).Deed; (iA) Except as set forth in Section 5.23(itrue and complete material maintenance records for the Real Property; (B) a validly issued permanent certificate of occupancy for each of the Company Disclosure Memorandum, neither Company nor any Owner or Lessee has any Knowledge of (nor has it received written notice of) any existing, pending or threatened: (i) condemnation of any buildings comprising a part of the Real Property; (iiC) special assessments against all original licenses and permits, authorizations and Approvals pertaining to the Real Property; and (D) all guarantees and warranties which the Company has received in connection with any work or services performed or equipment installed in the aforementioned buildings and all improvements erected on the Real Property; (4) such affidavits, indemnities and information as the Transferee's title insurance company shall reasonably require in order to issue policies of title insurance in the form required by this agreement; (5) to the extent available, a set of plans and specifications of the buildings and all improvements comprising a part of the Real Property; and (6) assignments, each in the form attached hereto as Exhibit 7.20(a)B (collectively, the "Assignments", individually, "Assignment"), of each of the Leases (including, without limitation, any security interests/pledge liens created thereby), collateral guarantees and all security deposits made thereunder, containing a covenant of good title and the Transferor's representation and warranty that (i) there have been no prior assignments of the leases, (ii) such Leases are in full force and effect and enforceable against the Transferor and, to the best knowledge of the Transferor, each other party thereto, in accordance with their terms, and (iii) litigation against Company the Transferor's leasehold interest is not subject to any liens, security interests or any Owner or Lessee for breach of any restrictive covenant or other agreement affecting any part of the Real Property; or (iv) discontinuation of sewer, water, electric, gas, telephone or other utilities or services presently provided or available to the Real Propertyadverse claims. (j2) Except The following are to be apportioned between the parties as set forth in Section 5.23(jof and on the Closing Date: (1) of the Company Disclosure Memorandumad valorem, all brokerage commissions real estate and other compensation personal property taxes, water charges, and fees payable by reason of the Leased Real Propertysewer rents; and (2) utilities, have been paid in full except for such commissions including telephone, steam, propane, electricity and other compensation related to options or extensions in the Real Property Leases which are not yet exercisedgas.

Interests in Real Property. At the Closing, the Shareholder shall -------------------------- cause the Seller to obtain, and the Seller shall obtain, the following documents with respect to the transfer of interests in real property: (a1) Section 5.23(a) of the Company Disclosure Memorandum sets forth a true and complete list of all real properties owned by the Company Entities deed (the "Owned Real PropertyDeed") in the form attached hereto as Exhibit 7.16(a); (2) The Deed shall be in recordable form. Section 5.23(a) of The Deed shall have affixed thereto any requisite surtax and documentary tax stamps, in proper amount, affixed and at the Company Disclosure Memorandum sets forth (i) Seller's sole cost and expense. At the street address and use description of each Owned Real Property, (ii) the name of the entity which holds the interest in each Owned Real Property (each, an "Owner" and, collectivelyClosing, the "Owners"), Seller shall pay the appropriate tax collecting agency all taxes and (iii) charges in connection with the approximate square footage of each Owned Real Property. Except as disclosed in Section 5.23(a) of the Company Disclosure Memorandum, the Owners own good, marketable sale and insurable fee simple title to each transfer of the Owned Real Property by the Seller to the Buyer and such interests are not subject to any Liens. Except as disclosed in Section 5.23(a) the recording of the Company Disclosure Memorandum, none of the Owned Real Property is subject to any lease, sublease, license or other agreement granting to any person any right to the use, occupancy or enjoyment thereof (or any portion thereof).Deed; (i) Company has made available to Parent all plans, specifications and architectural drawings and all warranties relating to the Owned Real Property or the buildings, structures, improvements, equipment, facilities, plants and fixtures comprising, situated at or located thereon, to the extent in Company's possession. (ii) All Owned Real Property includes all utilities and rights of access to public roads, streets or the like or valid easements over private streets, roads or other private property for such ingress to and egress from the Real Property, except as would not materially impair the ability to use any such Real Property as presently conducted. (b) Section 5.23(b) of the Company Disclosure Memorandum sets forth a true and complete list of all real properties leased or subleased by each Company Entity (the "Leased Real Property" and, together with the Owned Real Property, collectively, the "Real Property"). Section 5.23(b) of the Company Disclosure Memorandum sets forth (i) the street address and use description of each Leased Real Property, (ii) the name of the entity which holds the interest in each Leased Real Property (each, a "Lessee" and, collectively, the "Lessees"), (iii) the approximate square footage of each Leased Real Property. (c) Other than the Real Property Leases, no Company Entity (or their subsidiaries) is a party to any lease, sublease, license or other agreement granting to any Person any right to the use, occupancy or enjoyment of real property. (d) Except as disclosed in Section 5.23(d) of the Company Disclosure Memorandum, to the Knowledge of Company, there does not exist under any Real Property Leases any Default by any party thereto. (e) Except as disclosed in Section 5.23(e) of the Company Disclosure Memorandum, no Company Entity has subleased, licensed or granted other interests giving any Person any right to the use, occupancy or enjoyment of the Leased Real Property or any portion thereof. (f) Except as disclosed in Section 5.23(f) of the Company Disclosure Memorandum, the Lessees' interests with respect to the Real Property Leases have not been assigned or pledged and such interests are not subject to any Liens. (g) Company has made available to Parent a copy of each Real Property Lease or other written evidence of the obligations, and all amendments thereto, as listed in Section 5.23(b) of the Company Disclosure Memorandum. (h) Except as identified in Section 5.23(h) of the Company Disclosure Memorandum, the indirect transfer of the Real Property to Parent (or to a designee of Parent), as contemplated by this Agreement, does not require the consent or approval of any other party. No Owner or Lessee is a party to or obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease any of the Real Property or any portion thereof or interest therein to any Person (other than pursuant to this Agreement). (i) Except as set forth in Section 5.23(i) of the Company Disclosure Memorandum, neither Company nor any Owner or Lessee has any Knowledge of (nor has it received written notice of) any existing, pending or threatened: (i) condemnation of any part of material maintenance records for the Real Property; (ii) special assessments against any a validly issued permanent certificate of occupancy for each of the buildings comprising a part of the Real Property; (iii) litigation against all original material licenses and permits, authorizations and approvals pertaining to the Real Property; and (iv) all material guarantees and warranties which the Company has received in connection with any work or any Owner services performed or Lessee for breach equipment installed in the aforementioned buildings and all improvements erected on the Real Property; (4) such affidavits, indemnities and information as the Buyer's title insurance company shall reasonably require in order to issue policies of any restrictive covenant or other agreement affecting any title insurance in the form required by this Agreement; (5) to the extent available, a set of plans and specifications of the buildings and all improvements comprising a part of the Real Property; or (iv) discontinuation of sewer, water, electric, gas, telephone or other utilities or services presently provided or available to the Real Property.; (j6) Except The following are to be apportioned between the parties as set forth in Section 5.23(jof and on the Closing Date: (1) of ad valorem, real estate and personal property taxes, water charges, and sewer rents; and (2) utilities, including telephone, steam, electricity and gas; and (7) the Company Disclosure MemorandumSeller and the Shareholder hereby jointly and severally covenant and agree that, all brokerage commissions after the Closing Date and other compensation at their sole cost and fees payable expense, they shall promptly commence and diligently pursue to completion a "quiet title" action to ensure that the mortgage by reason of the Leased Real PropertyXxxxxxx X. Xxxxx to Quaboag Development Company, have been paid in full except for such commissions and other compensation related to options or extensions Inc. in the Real Property Leases which are not yet exercisedoriginal principal amount of $8,500 dated January 22, 1976 and recorded in the Hampden County Registry of Deeds in Book 4225, page 22 is removed of record.

Interests in Real Property. At the Closing, the Shareholder shall cause the Seller to obtain, and the Seller shall obtain, the following documents with respect to the transfer of interests in real property: (a1) Section 5.23(a) of the Company Disclosure Memorandum sets forth a true and complete list of all real properties owned by the Company Entities deed (the "Owned Real PropertyDeed") in the form attached hereto as Exhibit 7.16(a); (2) The Deed shall be in recordable form. Section 5.23(a) of The Deed shall have affixed thereto any requisite surtax and documentary tax stamps, in proper amount, affixed and at the Company Disclosure Memorandum sets forth (i) Seller's sole cost and expense. At the street address and use description of each Owned Real Property, (ii) the name of the entity which holds the interest in each Owned Real Property (each, an "Owner" and, collectivelyClosing, the "Owners"), Seller shall pay the appropriate tax collecting agency all taxes and (iii) charges in connection with the approximate square footage of each Owned Real Property. Except as disclosed in Section 5.23(a) of the Company Disclosure Memorandum, the Owners own good, marketable sale and insurable fee simple title to each transfer of the Owned Real Property by the Seller to the Buyer and such interests are not subject to any Liens. Except as disclosed in Section 5.23(a) the recording of the Company Disclosure Memorandum, none of the Owned Real Property is subject to any lease, sublease, license or other agreement granting to any person any right to the use, occupancy or enjoyment thereof (or any portion thereof).Deed; (i) Company has made available to Parent all plans, specifications and architectural drawings and all warranties relating to the Owned Real Property or the buildings, structures, improvements, equipment, facilities, plants and fixtures comprising, situated at or located thereon, to the extent in Company's possession. (ii) All Owned Real Property includes all utilities and rights of access to public roads, streets or the like or valid easements over private streets, roads or other private property for such ingress to and egress from the Real Property, except as would not materially impair the ability to use any such Real Property as presently conducted. (b) Section 5.23(b) of the Company Disclosure Memorandum sets forth a true and complete list of all real properties leased or subleased by each Company Entity (the "Leased Real Property" and, together with the Owned Real Property, collectively, the "Real Property"). Section 5.23(b) of the Company Disclosure Memorandum sets forth (i) the street address and use description of each Leased Real Property, (ii) the name of the entity which holds the interest in each Leased Real Property (each, a "Lessee" and, collectively, the "Lessees"), (iii) the approximate square footage of each Leased Real Property. (c) Other than the Real Property Leases, no Company Entity (or their subsidiaries) is a party to any lease, sublease, license or other agreement granting to any Person any right to the use, occupancy or enjoyment of real property. (d) Except as disclosed in Section 5.23(d) of the Company Disclosure Memorandum, to the Knowledge of Company, there does not exist under any Real Property Leases any Default by any party thereto. (e) Except as disclosed in Section 5.23(e) of the Company Disclosure Memorandum, no Company Entity has subleased, licensed or granted other interests giving any Person any right to the use, occupancy or enjoyment of the Leased Real Property or any portion thereof. (f) Except as disclosed in Section 5.23(f) of the Company Disclosure Memorandum, the Lessees' interests with respect to the Real Property Leases have not been assigned or pledged and such interests are not subject to any Liens. (g) Company has made available to Parent a copy of each Real Property Lease or other written evidence of the obligations, and all amendments thereto, as listed in Section 5.23(b) of the Company Disclosure Memorandum. (h) Except as identified in Section 5.23(h) of the Company Disclosure Memorandum, the indirect transfer of the Real Property to Parent (or to a designee of Parent), as contemplated by this Agreement, does not require the consent or approval of any other party. No Owner or Lessee is a party to or obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease any of the Real Property or any portion thereof or interest therein to any Person (other than pursuant to this Agreement). (i) Except as set forth in Section 5.23(i) of the Company Disclosure Memorandum, neither Company nor any Owner or Lessee has any Knowledge of (nor has it received written notice of) any existing, pending or threatened: (i) condemnation of any part of material maintenance records for the Real Property; (ii) special assessments against any a validly issued permanent certificate of occupancy for each of the buildings comprising a part of the Real Property; (iii) litigation against all original material licenses and permits, authorizations and approvals pertaining to the Real Property; and (iv) all material guarantees and warranties which the Company has received in connection with any work or any Owner services performed or Lessee for breach equipment installed in the aforementioned buildings and all improvements erected on the Real Property; (4) such affidavits, indemnities and information as the Buyer's title insurance company shall reasonably require in order to issue policies of any restrictive covenant or other agreement affecting any title insurance in the form required by this Agreement; (5) to the extent available, a set of plans and specifications of the buildings and all improvements comprising a part of the Real Property; or (iv) discontinuation of sewer, water, electric, gas, telephone or other utilities or services presently provided or available to the Real Property.; (j6) Except The following are to be apportioned between the parties as set forth in Section 5.23(jof and on the Closing Date: (1) of ad valorem, real estate and personal property taxes, water charges, and sewer rents; and (2) utilities, including telephone, steam, electricity and gas; and (7) the Company Disclosure MemorandumSeller and the Shareholder hereby jointly and severally covenant and agree that, all brokerage commissions after the Closing Date and other compensation at their sole cost and fees payable expense, they shall promptly commence and diligently pursue to completion a "quiet title" action to ensure that the mortgage by reason of the Leased Real PropertyXxxxxxx X. Xxxxx to Quaboag Development Company, have been paid in full except for such commissions and other compensation related to options or extensions Inc. in the Real Property Leases which are not yet exercisedoriginal principal amount of $8,500 dated January 22, 1976 and recorded in the Hampden County Registry of Deeds in Book 4225, page 22 is removed of record.