Common use of Leased Clause in Contracts

Leased. (i) Schedule 4.9(b)(i) sets forth a complete list of all real property and interests in real property leased by the Company or any of its Subsidiaries (each, a “Real Property Lease”, and collectively, the “Real Property Leases”) as lessee or lessor. The Company or the applicable Subsidiary has a good and valid leasehold interest in and to the leasehold estates in all Real Property Leases, in each case free and clear of all Liens other than Permitted Liens. Neither the Company nor any Subsidiary has any reason to believe that such leasehold interest would not be insurable subject to customary exceptions. (ii) Except as set forth on Schedule 4.9(b)(ii), each of the Real Property Leases is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Real Property Lease by the Company or the applicable Subsidiary or, to the knowledge of the Company or such Subsidiary, by any other party thereto, and to the knowledge of the Company or such Subsidiary no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. The Company has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Real Property Leases, together with all amendments, modifications, supplements or side letters affecting the obligations of any party thereunder. (iii) No previous or current party to any Real Property Lease has given notice of or made a claim with respect to any breach or default thereunder. With respect to those Real Property Leases that were assigned or subleased to the Company or a Subsidiary by a third party, all necessary consents to such assignments or subleases have been obtained. (iv) Except as set forth on Schedule 4.9(b)(iv), with respect to the leasehold estates in all Real Property Leases: (i) to the knowledge of the Company and its Subsidiaries, no portion thereof is subject to any Legal Proceeding, and to the knowledge of the Company and its Subsidiaries, there is no threatened condemnation or proceeding with respect thereto; (ii) there are no Contracts to which the Company or any Subsidiary is a party, granting to any one or more Persons other than the Company or such Subsidiary the right of use or occupancy of any portion of the parcels subject to the Real Property Leases; (iii) there are no Persons (other than the Company, its Subsidiaries or its lessees disclosed pursuant to clause (ii) above) in possession of the property subject to the Real Property Leases; (iv) the physical condition of the property subject to the Real Property Leases is sufficient to permit the conduct of the business of the Company and its Subsidiaries as presently conducted, subject to the provision of usual and customary maintenance and repair performed in the ordinary course with respect to similar properties of like age and construction; and (v) to the knowledge of the Company and its Subsidiaries, the material properties subject to the Real Property Leases have been leased at fair market value.

Leased. (i) Schedule 4.9(b)(i) sets forth The Company has a complete list of good and valid leasehold interest in and to the leasehold estates in all real property and interests in real property leased by the Company or any of its Subsidiaries (each, a “Real Property Lease”, and collectively, the “Real Property Leases”) as lessee or lessor. The Company or the applicable Subsidiary has a good and valid leasehold interest in and to the leasehold estates in all Real Property Leases, in each case free and clear of all Liens other than Permitted Liens. Neither the Sellers nor the Company nor any Subsidiary has any reason to believe that any such leasehold interest would not be insurable subject to customary exceptions. (ii) Except as set forth on Schedule 4.9(b)(ii), each Each of the Real Property Leases is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Real Property Lease by the Company or the applicable Subsidiary or, to the knowledge of the Sellers and the Company or such Subsidiary, by any other party thereto, and to the knowledge of the Sellers and the Company or such Subsidiary no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. The Company has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Real Property Leases, together with all amendments, modifications, supplements or side letters affecting the obligations of any party thereunder. (iii) No previous or current party to any Real Property Lease has given notice of or made a claim with respect to any breach or default thereunder. With respect to those Real Property Leases that were assigned or subleased to the Company or a Subsidiary by a third party, all necessary consents to such assignments or subleases have been obtained. (iv) Except as set forth on Schedule 4.9(b)(iv), with With respect to the leasehold estates in all Real Property Leases: (i) to the knowledge of the Sellers and the Company and its Subsidiaries, no portion thereof is subject to any Legal Proceeding, and to the knowledge of the Sellers and the Company and its Subsidiaries, there is no threatened condemnation or proceeding with respect thereto; (ii) there are no Contracts to which the Company or any Subsidiary is a party, granting to any one or more Persons other than the Company or such Subsidiary the right of use or occupancy of any portion of the parcels subject to the Real Property Leases; (iii) there are no Persons (other than the Company, its Subsidiaries Company or its lessees disclosed pursuant to clause (ii) above) in possession of the property subject to the Real Property Leases; (iv) the physical condition of the property subject to the Real Property Leases is sufficient to permit the conduct of the business of the Company and its Subsidiaries as presently conducted, subject to the provision of usual and customary maintenance and repair performed in the ordinary course with respect to similar properties of like age and construction; and (v) to the knowledge of the Sellers and the Company and its Subsidiaries, the material properties subject to the Real Property Leases have been leased at fair market value.

Leased. (i) Schedule 4.9(b)(i) sets forth a complete list of all real property and interests in real property leased by the Company or any of its Subsidiaries (each, a “"Real Property Lease”", and collectively, the “"Real Property Leases”") as lessee or lessor. The Company or the applicable Subsidiary has a good and valid leasehold interest in and to the leasehold estates in all Real Property Leases, in each case free and clear of all Liens other than Permitted Liens. Neither the Company nor any Subsidiary has any reason to believe that such leasehold interest would not be insurable subject to customary exceptions. (ii) Except as set forth on Schedule 4.9(b)(ii), each of the Real Property Leases is valid and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Real Property Lease by the Company or the applicable Subsidiary or, to the knowledge of the Company or such Subsidiary, by any other party thereto, and to the knowledge of the Company or such Subsidiary no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder. The Company has delivered or otherwise made available to the Purchaser true, correct and complete copies of the Real Property Leases, together with all amendments, modifications, supplements or side letters affecting the obligations of any party thereunder. (iii) No previous or current party to any Real Property Lease has given notice of or made a claim with respect to any breach or default thereunder. With respect to those Real Property Leases that were assigned or subleased to the Company or a Subsidiary by a third party, all necessary consents to such assignments or subleases have been obtained. (iv) Except as set forth on Schedule 4.9(b)(iv), with respect to the leasehold estates in all Real Property Leases: (i) to the knowledge of the Company and its Subsidiaries, no portion thereof is subject to any Legal Proceeding, and to the knowledge of the Company and its Subsidiaries, there is no threatened condemnation or proceeding with respect thereto; (ii) there are no Contracts to which the Company or any Subsidiary is a party, granting to any one or more Persons other than the Company or such Subsidiary the right of use or occupancy of any portion of the parcels subject to the Real Property Leases; (iii) there are no Persons (other than the Company, its Subsidiaries or its lessees disclosed pursuant to clause (ii) above) in possession of the property subject to the Real Property Leases; (iv) the physical condition of the property subject to the Real Property Leases is sufficient to permit the conduct of the business of the Company and its Subsidiaries as presently conducted, subject to the provision of usual and customary maintenance and repair performed in the ordinary course with respect to similar properties of like age and construction; and (v) to the knowledge of the Company and its Subsidiaries, the material properties subject to the Real Property Leases have been leased at fair market value.