Common use of Leases and Leased Premises Clause in Contracts

Leases and Leased Premises. (a) Schedule 4.5(3)(a) describes all leases or agreements to lease (collectively, the “Leases”) under which the Corporation or a Subsidiary leases any real or immovable property (the “Leased Premises”). For the Leases to which the Corporation is a party the names of the parties to the Leases, the description of the Leased Premises, the term, rent and other amounts payable under the Leases are accurately described in Schedule 4.5(3)(a). Complete and correct copies of the Leases have been provided to the Purchaser. All Leases have been properly registered with the applicable Governmental Authority if such registration is required under Applicable Law. (b) The Corporation or Subsidiary is exclusively entitled to all rights and benefits as lessee under the Leases. Neither the Corporation nor the Subsidiary has sublet, assigned, licensed or otherwise conveyed any rights in the Leased Premises or in the Leases to any other Person. (c) All rental and other payments and other obligations required to be paid and performed pursuant to the Leases have been duly paid and performed. Neither the Corporation nor the Subsidiary is in default of any of its obligations under the Leases and, to the best of the Corporation’s knowledge, none of the landlords or other parties to the Leases are in default of any of their obligations under the Leases. (d) The terms and conditions of the Leases will not be affected by, nor will any of the Leases be in default as a result of, the completion of the Purchase.

Leases and Leased Premises. (a) Disclosure Schedule 4.5(3)(a3.9(3) describes includes copies of all leases or agreements to lease (collectively, the “Leases”) under which any of the Corporation or a Subsidiary leases Corporations lease any real or immovable property (the “Leased PremisesLeases”). For the Leases to , all of which the Corporation is a party the names of the parties to the Leasesare valid, the description of the Leased Premises, the term, rent binding and other amounts payable under the Leases are accurately described in Schedule 4.5(3)(a). Complete full force and correct copies of the Leases have been provided to the Purchaser. All Leases have been properly registered with the applicable Governmental Authority if such registration is required under Applicable Laweffect. (b) The Corporation or Subsidiary Each of the Corporations has good, valid and subsisting title to its respective leasehold estates and is exclusively entitled to all rights and benefits as lessee under the their respective Leases. Neither the Corporation nor the Subsidiary , free and clear of all Encumbrances except for Permitted Encumbrances and as set forth on Disclosure Schedule 3.9(3), and none of them has sublet, assigned, licensed or otherwise conveyed any rights in the premises subject to the Leases (the “Leased Premises Premises”) or in the Leases to any other Person.. The Corporations have been in peaceable possession of the Leased Premises since the commencement of the original term of the applicable Leases. To the best of the Vendors’ and the Corporations’ knowledge, none of the Corporations has breached or violated any local zoning ordinance, and no notice from any Person has been received by any of the Corporations or served upon any of the Corporations claiming any violation of any local zoning ordinance (c) All rental rentals and other payments and other obligations required to be paid and performed by each of the Corporations pursuant to the Leases have been duly paid and performed. Neither None of the Corporation nor the Subsidiary Corporations is in material default of any of its obligations under the Leases and, to the best of the Corporation’s Vendors’ and Corporations’ knowledge, none of the landlords or other parties to the Leases are in default of any of their obligations under the Leases. There are no outstanding claims of breach or indemnification or notice of default or termination under the Leases. There exists no occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default or event of default by any of the Corporations under the Leases. (d) The terms and conditions Each of the Leases will not Leased Premises is adequate and suitable for the purposes for which it is presently being used. The Leased Premises are in a state of maintenance and repair in all material respects, and there are no material repair or restoration works likely to be affected by, nor will required in connection with any of the Leases be in default as a result of, the completion of the Purchaseleased Real Properties.

Leases and Leased Premises. (a) Schedule 4.5(3)(a3.5(3)(a) describes all leases or agreements to lease (collectively, the “Leases”) under which the Corporation or a Subsidiary leases any real or immovable property (collectively, the “Leased Premises”"Leases"). For the Leases to which the Corporation is a party the The names of the other parties to the Leases, the description of the Leased Premises, the term, rent and other amounts payable under the Leases and all renewal options available under the Leases are accurately described in Schedule 4.5(3)(a3.5(3)(a). Complete and correct copies of the Leases have been provided to the Purchaser. All Leases have been properly registered with the applicable Governmental Authority if such registration is required under Applicable Law. (b) The Corporation or Subsidiary is exclusively entitled to all rights and benefits as lessee under the Leases. Neither , and the Corporation nor the Subsidiary has not sublet, assigned, licensed or otherwise conveyed any rights in the premises subject to the Leases (the "Leased Premises Premises") or in the Leases to any other Person. (c) All rental and other payments and other obligations required to be paid and performed by the Corporation pursuant to the Leases have been duly paid and performed. Neither the The Corporation nor the Subsidiary is not in default of any of its obligations under the Leases and, to the best of the Corporation’s Vendors' knowledge, none of the landlords or other parties to the Leases are in default of any of their obligations under the Leases. (d) The terms and conditions of the Leases will not be affected by, nor will any of the Leases be in default as a result of, the completion of the Purchase.

Leases and Leased Premises. (a) Schedule 4.5(3)(a7.6(3)(a) describes all leases or agreements to lease (collectively, the “Leases”) under which the Corporation or a any Subsidiary leases any real or immovable property (collectively, the “Leased PremisesLeases”). For the Leases to which the Corporation is a party the The names of the other parties to the Leases, the description of the Leased Premises, the term, rent, security deposits, prepaid rent and other material amounts payable under the Leases and all renewal options available under the Leases are accurately described in Schedule 4.5(3)(a7.6(3)(a). Complete and correct copies Copies of the Leases have been provided to the Purchaser. All Leases have been properly registered with the applicable Governmental Authority if such registration is required under Applicable LawBuyer. (b) The Corporation or Subsidiary is Subsidiaries, as applicable, are exclusively entitled to all rights and benefits as lessee under the Leases. Neither , and the Corporation nor the Subsidiary has Subsidiaries, as applicable, have not sublet, assigned, licensed or otherwise conveyed any rights in the premises subject to the Leases (the “Leased Premises Premises”) or in the Leases to any other Person. (c) All rental and other material payments and other material obligations required to be paid and performed by any Subsidiary pursuant to the Leases have been duly paid and performed. Neither the Corporation nor the Subsidiary is The Subsidiaries are not in default of any of its material obligations under the Leases and, to the best of the CorporationCompany’s knowledgeKnowledge, none of the landlords or other parties to the Leases are in default of any of their obligations under the Leases. (d) The terms and conditions of the Leases will not be affected by, nor will any of the Leases be in default as a result of, the completion of the Purchase. (e) There are no agreements with any real estate broker, leasing agent or other Person that entitles or will entitle such Person to any brokerage commission or payment or finder’s fee from any Subsidiary, as applicable, as a result of the leasing, sub-leasing or licensing of any of the Leased Premises.

Leases and Leased Premises. (a) Schedule 4.5(3)(a3.4(3) describes of the Disclosure Certificate lists all licences, leases or agreements to lease under which the Corporations license or lease (as landlord, licensor, tenant or licensee) any real or immovable property (collectively, the “Leases”) under which the Corporation or a Subsidiary leases any real or immovable property (the “Leased Premises”). For the Leases to which the Corporation is a party the names of the parties to the Leases, the description of the Leased Premises, the term, rent and other amounts payable under the Leases are accurately described in Schedule 4.5(3)(a). Complete and correct copies of the Leases have been provided or made available to the Purchaser. All Leases have been properly registered with the applicable Governmental Authority if such registration is required under Applicable Law. (b) The Corporation PCLI or the applicable PCLI Subsidiary is exclusively entitled to all rights and benefits (as lessee lessee, where it is the tenant and as lessor, where it is the landlord) under the Leases. Neither , and except as described in Schedule 3.4(3) of the Corporation nor Disclosure Certificate, none of the Subsidiary Corporations has sublet, assigned, licensed or otherwise conveyed any rights in the premises subject to the Leases (the “Leased Premises Premises”) or in the Leases to any other PersonPerson to the extent that such sublease, assignment, licence or other conveyance of rights is currently in effect. (c) All rental and other payments and other obligations required to be paid and performed by the Corporations pursuant to the Leases have been duly paid and performed. Neither the Corporation nor the Subsidiary is The Corporations are not in default of any of its material obligations under the Leases and, to the best of the CorporationVendor’s knowledge, none of the landlords or other parties to the Leases are in default of any of their material obligations under the Leases. With respect to each Lease where PCLI or the applicable PCLI Subsidiary is a tenant, to the Vendor’s knowledge, the landlord set forth in the Lease is either the registered or beneficial owner of the Leased Premises. With respect to each Lease where PCLI or the applicable PCLI Subsidiary is a tenant, to Vendor’s knowledge there is no related non-disturbance agreement. (d) The terms and conditions Except as disclosed in Schedule 3.4(3) of the Leases will not be affected byDisclosure Certificate, nor will all of the plant, buildings, structures, erections, improvements, fixtures and appurtenances situated on or forming part of the Leased Premises are in good operating condition and in a state of good maintenance and repair adequate and suitable for the purposes for which they are presently being used by the Corporations. (e) Except for the Permitted Encumbrances or as described in Schedule 3.4(3) of the Disclosure Certificate, to the Vendor’s knowledge, there are no matters including any building, zoning or use restrictions, affecting the right and interest of the Corporations or in and to any of the Leases be in default as a result of, the completion Leased Premises or any of the PurchaseReal Properties, which, individually or in the aggregate, has a Material Adverse Effect.