Common use of Leases and Leased Property Clause in Contracts

Leases and Leased Property. Section 3.4(b) of the Disclosure Schedule sets forth a list of all leases and subleases of real property under which a Subsidiary is lessee or sublessee of any real property owned by any other person; and, except as set forth in Section 3.4(b) of the Disclosure Schedule, no Subsidiary has assigned any Lease to any other person. Except as set forth in Section 3.4(b) of the Disclosure Schedule, all Leases are in full force and effect and constitute the legal, valid and binding obligations of the Subsidiaries that are the lessees thereunder and, to the knowledge of Sellers, the other parties thereto. Except as set forth in Section 3.4(b) of the Disclosure Schedule, all rent and other payments due under the Leases have been paid and there are no existing material defaults with respect to any Lease (or events or conditions which, with notice or lapse of time or both, would constitute a material default) of any Subsidiary that is a lessee thereunder. To the knowledge of Sellers, except as set forth in Section 3.4(b) of the Disclosure Schedule, there are no existing material defaults of any of the other parties thereto (or events or conditions which, with notice or lapse of time or both, would constitute a material default). Except as set forth in Section 3.4(b) of the Disclosure Schedule, each Subsidiary that is the lessee thereunder has the right to quiet enjoyment of each Leased Property for the full term of the related Lease, and the leasehold or other interest of the Subsidiary in the Leased Property is not subject or subordinate to any Encumbrance except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances. Complete and correct copies of all Leases, together with any existing title opinions, surveys and appraisals in the possession of any member of the Seller Group or any policies of title insurance currently in force and in the possession of any member of the Seller Group with respect to each parcel of Leased Property, have heretofore been delivered to Buyers by Sellers.

Leases and Leased Property. Section 3.4(b(a) None of the Disclosure Schedule sets forth Group Companies own any real property. (b) None of the Group Companies are a list of all leases and subleases of real property party to, or under which any agreement to become a Subsidiary is lessee or sublessee of party to, any real property owned by any lease other person; than the Leases, true, correct and complete copies of which have been made available to the Purchaser and, except as set forth in Section 3.4(b) 3.24 of the Seller Disclosure ScheduleLetter, no Subsidiary has assigned any Lease changes have been made to any other person. Except as set forth in Section 3.4(b) of the Leases since such Leases were made available to the Purchaser. (c) Section 3.24 of the Seller Disclosure ScheduleLetter sets forth a true, correct and complete description of all Leases are real property leased, licensed to or otherwise used or occupied by the Group Companies, including the address thereof, the annual fixed rent, the expiration of the term, any extension options and any security deposits. Each Lease is in good standing in all material respects and creates a good and valid leasehold estate in favour of the Company in the Leased Properties thereby demised and is enforceable in accordance with its terms and is in full force and effect and constitute without amendment, except for the legal, valid and binding obligations of the Subsidiaries that are the lessees thereunder and, to the knowledge of Sellers, the other parties thereto. Except as amendments set forth in Section 3.4(b) 3.24 of the Seller Disclosure ScheduleLetter. No Group Company has leased or sublet as lessor or sublessor, all rent and no Person (other payments due under than the Leases have been paid and there applicable Group Company) is in possession of the Leased Properties. There are no existing material defaults with Contracts between the landlord and tenant, or sublandlord and subtenant, or other relevant parties relating to the use and occupation of the Leased Properties, other than as contained in the Leases. (d) With respect to any each Lease (or events or conditions which, with notice or lapse of time or both, would constitute a material default) of any Subsidiary that where the applicable Group Company is a lessee thereunder. To the knowledge of Sellerstenant, except as set forth in Section 3.4(b) 3.24 of the Seller Disclosure ScheduleLetter: (i) all rents and additional rents have been paid; (ii) no waiver, indulgence or postponement of the Group Company’s obligations has been granted by the lessor; and (iii) there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the passage of time or the happening of any other event or circumstance, would become a default under each of the Leases or give rise to a right of amendment, acceleration, cancellation or termination of such Lease or restrict the ability of the applicable Group Company to exercise any of its rights as lessee thereunder, including any rights of renewal or first rights of refusal contained therein. (e) The Leased Properties are (i) in good condition and repair (subject to normal wear and tear), and (ii) sufficient for the operation of the Business as it is currently conducted. (f) To the knowledge of the Seller, there are no existing material defaults certificates of any occupancy applicable to the Leased Properties, and no other permits required to be issued in connection with the Leased Properties. (g) To the knowledge of the other parties thereto (or events or conditions whichSeller, with notice or lapse of time or both, would constitute a material default). Except as set forth in Section 3.4(b) none of the Disclosure ScheduleLeased Properties, each Subsidiary that is the lessee thereunder has the right to quiet enjoyment of each Leased Property nor their use, operation or maintenance for the full term purpose of carrying on the related Business, violate any restrictive covenant stated in the applicable Lease, and to the leasehold or other interest of the Subsidiary in the Leased Property is not subject or subordinate to any Encumbrance except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances. Complete and correct copies of all Leases, together with any existing title opinions, surveys and appraisals in the possession of any member knowledge of the Seller Group or any policies of title insurance currently in force and there are no restrictive covenants, other than those stated in the possession of any member of applicable Lease, that are applicable to the Seller Group with respect to each parcel of Leased Property, have heretofore been delivered to Buyers by SellersProperties.

Leases and Leased Property. Section 3.4(b(a) of the Disclosure Schedule sets forth The Seller is not a list of all leases and subleases of real property party to, or under which a Subsidiary is lessee or sublessee of any agreement to become party to, any real property owned by any lease used in connection with the Purchased Business other person; andthan the Leases, complete and accurate copies of which are included in the Data Room. Each Lease is in good standing, creates a good and valid leasehold estate in favour of the Seller in the relevant Leased Property and is in full force and effect without amendment, except as set forth out in Section 3.4(b4.15(a) of the Seller Disclosure ScheduleLetter. With respect to each Lease and except as described in Section 4.15(a) of the Seller Disclosure Letter (i) all rents and additional rents have been paid, (ii) no Subsidiary waiver of the Seller’s obligations has assigned been granted by the lessor, (iii) there exists no default or event, occurrence, condition or act which, with the giving of notice, the passage of time or the happening of any other event, would become a default under the Lease and no lessor is claiming any such default or taking any action purportedly based upon any such default, (iv) all of the covenants to be performed by the lessor under the Lease have been fully performed in all material respects, (v) the Seller has not waived, or omitted to take any action in respect of, any of its rights under any Lease, (vi) the Seller is in occupancy of the Leased Property, is exclusively entitled to all rights and benefits as lessee under such Lease, and has not sublet, assigned, licensed or otherwise conveyed any rights in any portion of the Leased Property or the Lease to any other person. Except as set forth in Section 3.4(b, and (vii) the Seller is not aware of any non-disturbance agreements, lessor forbearance agreements, lessor waiver agreements or similar agreements affecting any of the Leases. Section 4.15 of the Seller Disclosure ScheduleLetter contains a complete and accurate list of all of the Leases and sets out, in respect of each Lease, the identity of the lessor and the tenant, a description of the leased premises (by municipal address), the expiration date of the Lease and any rights of renewal and the term thereof. The current uses of each of the Leased Properties by the Seller comply with applicable Laws. There is no dispute between the Seller and the landlord under any Lease. (b) With respect to each Leased Property (i) the Seller has such rights of entry and exit to and from the Leased Property as are necessary to carry on the Purchased Business substantially in the manner in which it is currently carried on, (ii) to the knowledge of the Seller, no portion of the Leased Property is located in a flood hazard area as designated by a Governmental Authority or is subject to any restrictions or fill regulations of any Governmental Authority; (iii) the Leased Property is fully serviced by all Leases public and private utilities and services to permit the Purchased Business to be carried on as currently carried on, which utilities and services are functioning and have adequate capacities for the current operations of the Leased Property and the Purchased Business. All public roads and streets necessary for service of and physical access to the Leased Property for the current use thereof have been completed, (iv) to the knowledge of the Seller, there are no work orders, non-compliance orders or deficiency notices outstanding against the Leased Property and the Seller has not received a deficiency notice, request or written advice of any breach of any applicable Law in respect of the foregoing which could, if not corrected, become a work order or could require performance of work or expenditure of money to correct, (v) to the knowledge of the Seller, the Leased Property is zoned to permit its current uses and the Buildings thereon comply in all material respects with the by-laws and building codes of the municipality in which the Leased Property is situate and no part of the Leased Property is subject to any building or use restriction that would restrict or prevent the use and operation of the Leased Property for its current use or the Purchased Business, (vi) to the knowledge of the Seller, there are no outstanding applications for a re-zoning of any Leased Property and the Seller has no knowledge of any purported or pending changes to any zoning affecting any Leased Property; (vii) to the knowledge of the Seller, the use by the Seller of each such Leased Property is not in breach of any Laws, including any building, acoustic, Environmental, zoning or other statutes or any official plan, or any covenants, restrictions, rights or easements, affecting such Leased Property, (viii) to the knowledge of the Seller, there are no encroachments affecting the Leased Property which could affect the ability of the Seller to carry on the operation of the Purchased Business as it has been carried on in the past or which in the aggregate detract from the value of the Leased Property, (ix) to the knowledge of the Seller, the Buildings located at the Leased Property, including the roofs and structural elements thereof, the mechanical, electrical, security, heating, cooling, sewer, drainage, septic and plumbing systems, and all equipment necessary for the operation thereof, are in good working condition and in good repair and maintenance, fully operational and free of any defect, except for normal wear and tear and (x) Seller maintains in full force and effect all Authorizations required in connection with its occupation, use and constitute operations at the legalLeased Property. (c) All easements, valid rights-of-way, licences and binding obligations other similar appurtenant interests that are disclosed by registered title or of which the Seller otherwise has knowledge and which are necessary for the continued use and operation of the Subsidiaries that Purchased Business are listed in Section 4.15(c) of the lessees thereunder Seller Disclosure Letter and, to the knowledge of Sellersthe Seller, none of such easements, rights-of-way or other interests requires the consent of any other parties thereto. Except as set forth in Section 3.4(bparty thereto with respect to the Closing. (d) To the Seller’s knowledge, no part of any of the Disclosure ScheduleLeased Properties has been condemned, all rent and taken or expropriated by any Governmental Authority, nor has any notice or proceeding in respect thereof been given, commenced or threatened. (e) To the Seller’s knowledge, no amounts including, without limitation, municipal property Taxes, local improvement Taxes, levies or assessments, are owing by the Seller in respect of any of the Leased Properties to any Governmental Authority or public utility, other payments due under than current accounts which are not in arrears. To the Leases have been paid and Seller’s knowledge, there are no existing material defaults outstanding appeals on assessments which have been issued or raised by any Governmental Authority or by the Seller concerning any realty, business or other Taxes with respect to any Lease (or events or conditions which, with notice or lapse of time or both, would constitute a material default) of any Subsidiary that is a lessee thereunder. To the knowledge of Sellers, except as set forth in Section 3.4(b) of the Disclosure Schedule, there Leased Properties. (f) There are no existing material defaults of any of the other parties thereto (or events or conditions which, with notice or lapse of time or both, would constitute a material default). Except as set forth in Section 3.4(b) of the Disclosure Schedule, each Subsidiary that is the lessee thereunder has matters affecting the right to quiet enjoyment of each Leased Property for the full term of the related Lease, and the leasehold or other interest of the Subsidiary Seller in and to the Leased Properties which, in the aggregate, would adversely affect the ability to carry on the Purchased Business upon the Leased Property is not subject Properties substantially in the manner in which such operations are currently carried on. (g) Other than improvements to the Leased Premises determined by the Seller to be necessary or subordinate to any Encumbrance except for Permitted Exceptions anddesirable in connection with the Purchased Business, as the condition of each of the date hereof, Permitted Encumbrances. Complete and correct copies of all Leases, together with any existing title opinions, surveys and appraisals in Leased Premises is at least as good as the possession of any member condition at which such Leased Premises must be returned to the applicable landlord at the termination of the Seller Group or any policies of title insurance currently in force and in the possession of any member of the Seller Group with respect to each parcel of Leased Property, have heretofore been delivered to Buyers by Sellersapplicable Lease.

Leases and Leased Property. Section 3.4(b) of the Disclosure Schedule -------------------------- -------------- sets forth a true and complete list of all leases and subleases of real property under which a Subsidiary Seller is lessee or sublessee of any real property owned by any other person; person and which is used primarily in connection with the Business, and, except as set forth in Section 3.4(b) of the Disclosure Schedule, no Subsidiary Seller has not -------------- encumbered the Leases or assigned any Lease the Leases to any other person. Except as set forth in Section 3.4(b) of the Disclosure Schedule, all Leases are in full force -------------- and effect and constitute the legal, valid and binding obligations of the Subsidiaries that are the lessees thereunder Seller and, to the best knowledge of SellersSeller and Global, the other respective parties thereto. Except as set forth in Section 3.4(b) of the Disclosure Schedule, all -------------- rent and other payments due under the Leases have been paid and there are no existing material defaults with respect to any Lease (or events or conditions which, with notice or lapse of time or both, would constitute a material default) of any Subsidiary that is a lessee thereunderSeller with respect to the Leases. To the best knowledge of Sellers, except as set forth in Section 3.4(b) of the Disclosure ScheduleSeller and Global, there are no existing material defaults of any of the other parties thereto (or events or conditions which, with notice or lapse of time time, or both, would constitute a material default). Except as set forth in Section 3.4(b) of the Disclosure Schedule, each Subsidiary that is the lessee thereunder -------------- Seller has the right to quiet enjoyment of each all the Leased Property for the full term of the related LeaseLease (and any renewal option related thereto) relating thereto, and the leasehold or other interest of the Subsidiary Seller in the Leased Property is not subject or subordinate to any Encumbrance except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances. Complete and correct copies of all Leases, together with any existing title opinions, surveys and appraisals in the Seller's possession of any member of the Seller Group or any policies of title insurance currently in force and in the possession of any member of the Seller Group with respect to each parcel of Leased Property, Property have heretofore been delivered made available to Buyers Buyer by SellersSeller. Neither Subsidiary is lessee or sublessee of any real property owned by any other person.

Leases and Leased Property. Section 3.4(b(a) of the Disclosure Schedule sets forth Amalco is not a list of all leases and subleases of real property party to, or under which any agreement to become a Subsidiary is lessee or sublessee of party to, any real property owned by any lease other person; andthan the Leases, except as set forth true, correct and complete copies of which have been provided to the Purchaser. Each Lease is in Section 3.4(b) good standing, creates a good and valid leasehold estate in favour of Amalco in the Disclosure Schedule, no Subsidiary has assigned any Lease to any other person. Except as set forth in Section 3.4(b) of the Disclosure Schedule, all Leases are Leased Properties thereby demised and is in full force and effect and constitute the legalwithout amendment, valid and binding obligations except as set out in Section 4.27(a) of the Subsidiaries that are IsoCanMed Disclosure Letter. With respect to each Lease pursuant to which Amalco is tenant (i) all base rents and additional rents have been paid, (ii) no waiver, indulgence or postponement of obligations has been granted by the lessees thereunder andlessor, (iii) there exists no event of default or event, occurrence, condition or act which, with the giving of notice, the passage of time or the happening of any other event or circumstance, would become a default under the Lease or give rise to a right of amendment, cancellation or termination of the Lease or restrict the ability of Amalco to exercise any of its rights as lessee thereunder, including any rights of renewal or first rights of refusal contained therein and (iv) to the knowledge of SellersAmalco and the Founding Shareholders, all of the covenants to be performed by any party (other parties theretothan Amalco) under the Lease have been fully performed in all material respects. Except as set forth in Section 3.4(b4.27(a) of the IsoCanMed Disclosure ScheduleLetter contains a list of all of the Leases setting out, all in respect of each Lease, the identity of the lessor and the lessee, a description of the leased premises (by municipal address and proper legal description), the term of the Lease, the rental payments under the Lease (specifying any breakdown of base rent and other payments due under additional rents), any rights of renewal and the Leases have been paid term thereof, and there are no existing material defaults with respect to any Lease restrictions on assignment. (or events or conditions whichb) Amalco has adequate rights of ingress and egress to, with notice or lapse of time or both, would constitute a material default) of any Subsidiary that is a lessee thereunderfrom and over the Leased Properties in the Ordinary Course. To the knowledge of Sellers, except as set forth in Section 3.4(b) of Amalco and the Disclosure ScheduleFounding Shareholders, there are is no existing material defaults plan, study, notice of any of the other parties thereto (intent or events or conditions pending by-law which, with notice or lapse of time or bothif implemented, would constitute a material default). Except as set forth in Section 3.4(b) materially and adversely affect the ability of the Disclosure Schedule, each Subsidiary that is the lessee thereunder has the right Amalco to quiet enjoyment of each Leased Property for the full term of the related Lease, and the leasehold or other interest of the Subsidiary carry on business in the Leased Property is not subject or subordinate to any Encumbrance except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances. Complete and correct copies of all Leases, together with any existing title opinions, surveys and appraisals in the possession of any member of the Seller Group or any policies of title insurance currently in force and in the possession of any member of the Seller Group with respect to each parcel of Leased Property, have heretofore been delivered to Buyers by SellersOrdinary Course.

Leases and Leased Property. Section 3.4(b) of the Disclosure Schedule sets forth a list of all leases and subleases of real property under which a Subsidiary member of the Seller Group is lessee or sublessee of any real property owned by including any other personamendments or modifications thereto; and, except as set forth in Section 3.4(b) of the Disclosure Schedule, no Subsidiary member of the Seller Group has assigned any Lease to any other person. Except as set forth in Section 3.4(b) of the Disclosure Schedule, all Leases are each Lease is in full force and effect and constitute constitutes the legal, valid and binding obligations obligation of each member of the Subsidiaries Seller Group that are is the lessees lessee thereunder and, to the knowledge of SellersSeller, the any other parties thereto. Except as set forth in Section 3.4(b) of the Disclosure Schedule, all rent and other payments due under the Leases each Lease have been paid and there are no existing material defaults with respect to any Lease (or events or conditions which, with notice or lapse of time or both, would constitute a material default) of any Subsidiary member of the Seller Group that is a lessee thereunder. To the knowledge of SellersSeller, except as set forth in Section 3.4(b) of the Disclosure Schedule, there are no existing material defaults of any of the other parties thereto (or events or conditions which, with notice or lapse of time or both, would constitute a material default). Except as set forth in Section 3.4(b) of the Disclosure Schedule, each Subsidiary member of the Seller Group that is the lessee thereunder has the right to quiet enjoyment of each Leased Property for the full term of the related Lease, and the leasehold or other interest of the Subsidiary member of the Seller Group in the Leased Property is not subject or subordinate to any Encumbrance except for Permitted Exceptions and, as of the date hereof, and Permitted Encumbrances. Complete and correct copies of all Leases, together with any existing title opinions, surveys and appraisals in the possession of any member of the Seller Group or any policies of title insurance currently in force and in the possession of any member of the Seller Group with respect to each parcel of Leased Property, have heretofore been delivered made available to Buyers Buyer by SellersSeller.

Leases and Leased Property. Section 3.4(b(a) of the Disclosure Schedule sets forth No Purchaser Entity is a list of all leases and subleases of real property party to, or under which any agreement to become a Subsidiary is lessee or sublessee of party to, any real property owned by any lease other person; andthan the Purchaser Leases, except as set forth true, correct and complete copies of which have been provided to the IsoCanMed Shareholders. Each Purchaser Lease is in Section 3.4(b) good standing, creates a good and valid leasehold estate in favour of the Disclosure Schedule, no Subsidiary has assigned any Lease to any other person. Except as set forth Purchaser Entities in Section 3.4(b) of the Disclosure Schedule, all Leases are Purchaser Leased Properties thereby demised and is in full force and effect and constitute the legalwithout amendment, valid and binding obligations except as set out in Section 3.26(a) of the Subsidiaries that are Purchaser Disclosure Letter. With respect to each Purchaser Lease pursuant to which a Purchaser Entity is tenant (i) all base rents and additional rents have been paid, (ii) no waiver, indulgence or postponement of exists no event of default or event, occurrence, condition or act which, with the lessees thereunder andgiving of notice, the passage of time or the happening of any other event or circumstance, would become a default under the Purchaser Lease or give rise to a right of amendment, cancellation or termination of the Purchaser Lease or restrict the ability of the Purchaser Entities to exercise any of its rights as lessee thereunder, including any rights of renewal or first rights of refusal contained therein and (iv) to the knowledge of Sellersthe Purchaser, all of the covenants to be performed by any party (other parties theretothan the Purchaser Entities) under the Purchaser Lease have been fully performed in all material respects. Except as set forth in Section 3.4(b3.26(a) of the Purchaser Disclosure ScheduleLetter contains a list of all of the Purchaser Leases setting out, all in respect of each Purchaser Lease, the identity of the lessor and the lessee, a description of the leased premises (by municipal address and proper legal description), the term of the Purchaser Lease, the rental payments under the Purchaser Lease (specifying any breakdown of base rent and other payments due under additional rents), any rights of renewal and the Leases term thereof, and any restrictions on assignment. (b) The Purchaser Entities have been paid adequate rights of ingress and there are no existing material defaults with respect to any Lease (or events or conditions whichegress to, with notice or lapse from and over the Purchaser Leased Properties for the operation of time or both, would constitute a material default) of any Subsidiary that is a lessee thereundertheir business in the Ordinary Course. To the knowledge of Sellersthe Purchaser, except as set forth in Section 3.4(b) there is no plan, study, notice of intent or pending by- law which, if implemented, would materially and adversely affect the ability of the Disclosure Schedule, there are no existing material defaults of any of the other parties thereto (or events or conditions which, with notice or lapse of time or both, would constitute a material default). Except as set forth in Section 3.4(b) of the Disclosure Schedule, each Subsidiary that is the lessee thereunder has the right Purchaser Entities to quiet enjoyment of each Leased Property for the full term of the related Lease, and the leasehold or other interest of the Subsidiary carry on their business in the Leased Property is not subject or subordinate to any Encumbrance except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances. Complete and correct copies of all Leases, together with any existing title opinions, surveys and appraisals in the possession of any member of the Seller Group or any policies of title insurance currently in force and in the possession of any member of the Seller Group with respect to each parcel of Leased Property, have heretofore been delivered to Buyers by SellersOrdinary Course.

Leases and Leased Property. Section 3.4(b(a) of the Disclosure Schedule sets forth The Corporation is not a list of all leases and subleases of real property party to, or under which any agreement to become a Subsidiary is lessee or sublessee of party to, any real property owned by any lease other person; andthan the Leases, except as set forth true, correct and complete copies of which have been provided to the Purchaser. Each Lease is in Section 3.4(b) good standing, creates a good and valid leasehold estate in favour of the Disclosure Schedule, no Subsidiary has assigned any Lease to any other person. Except as set forth Corporation in Section 3.4(b) of the Disclosure Schedule, all Leases are Leased Properties thereby demised and is in full force and effect and constitute the legalwithout amendment, valid and binding obligations except as set out in Section 3.24 of the Subsidiaries that Seller Disclosure Letter. With respect to each Lease where the Corporation is tenant: (i) the Lease (or a notice in respect of the Lease) has been properly registered in the appropriate land registry office; (ii) all rents and additional rents have been paid; (iii) no waiver or postponement of the Corporation’s obligations has been granted by the lessor; (iv) there exists no event of default or event, occurrence, condition or act (including the purchase of the Purchased Shares) which, with the giving of notice, the passage of time or the happening of any other event or circumstance, would become a default under the Lease or give rise to a right of amendment, cancellation or termination of the Lease or restrict the ability of the Corporation to exercise any of its rights as lessee thereunder, including any rights of renewal or first rights of refusal contained therein; and (v) to the knowledge of the Seller, all of the covenants to be performed by any party (other than the Corporation) under the Lease have been fully performed. (b) Section 3.24 of the Seller Disclosure Letter contains a list of all of the Leases setting out, in respect of each Lease, the identity of the lessor and the tenant, a description of the leased premises (by municipal address and proper legal description), the term of the Lease, the rental payments under the Lease (specifying any breakdown of base rent and additional rents), any rights of renewal and the term thereof, and any restrictions on assignment or change of control. All of the Leased Properties and the buildings, improvements and fixtures thereon (including fences, if any) (collectively, the Leased Structures) are adequate and suitable in all material respects for the lessees thereunder andpurpose for which they are presently being used by the Corporation. All of the Leased Structures were constructed in all material respects in accordance with all applicable Laws and the Corporation has adequate rights of ingress and egress to, from and over the Leased Properties for the operation of the Business in the Ordinary Course. All of the Leased Properties and the Leased Structures are free from structural or material defects (latent or otherwise) and none of the Leased Properties nor any Leased Structures are currently under construction or renovation or under any commitments in respect thereof. None of the Leased Properties nor any of the Leased Structures, nor their use, operation or maintenance for the purpose of carrying on the Business, violate any restrictive covenant or any provision of any applicable Law in any material respect. No condemnation, rezoning, dedication or expropriation proceeding is pending or, to the knowledge of Sellersthe Seller, the other parties thereto. Except as set forth in Section 3.4(b) threatened against any of the Disclosure ScheduleLeased Properties or the Leased Structures and to the knowledge of the Seller, all rent and there is no plan, study, notice of intent or pending by-law which, if implemented, would change the zoning of any of the Leased Properties or adversely affect the ability of the Corporation to carry on the Business in the Ordinary Course. There are no outstanding work orders from or required by any municipality, police department, fire department, sanitation department, health or safety department or other payments due under the Leases have been paid Governmental Authorities and there are no existing material defaults matters under discussion with or by the Corporation relating to work orders on or in respect to any Lease (or events or conditions which, with notice or lapse of time or both, would constitute a material default) of any Subsidiary that is a lessee thereunder. To the knowledge of Sellers, except as set forth in Section 3.4(b) of the Disclosure Schedule, there are no existing material defaults of any of the other parties thereto (Leased Properties or events or conditions which, with notice or lapse of time or both, would constitute a material default). Except as set forth in Section 3.4(b) of the Disclosure Schedule, each Subsidiary that is the lessee thereunder has the right to quiet enjoyment of each Leased Property for the full term of the related Lease, and the leasehold or other interest of the Subsidiary in the Leased Property is not subject or subordinate to any Encumbrance except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances. Complete and correct copies of all Leases, together with any existing title opinions, surveys and appraisals in the possession of any member of the Seller Group or any policies of title insurance currently in force and in the possession of any member of the Seller Group with respect to each parcel of Leased Property, have heretofore been delivered to Buyers by SellersStructures.