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) 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 Schedule, Letter contains a list of 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 SchedulePurchaser Leases setting out, there are no existing material defaults in respect of any each Purchaser Lease, the identity of the other parties thereto (or events or conditions whichlessor and the lessee, with notice or lapse of time or both, would constitute a material default). Except as set forth in Section 3.4(b) description of the Disclosure Scheduleleased premises (by municipal address and proper legal description), each Subsidiary that is the lessee thereunder has the right to quiet enjoyment of each Leased Property for the full term of the related Purchaser Lease, the rental payments under the Purchaser Lease (specifying any breakdown of base rent and additional rents), any rights of renewal and the leasehold or other interest of the Subsidiary in the Leased Property is not subject or subordinate to term thereof, and 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 Sellersrestrictions on assignment.

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 Schedule, Letter contains a list of all rent and other payments due under of the Leases have been paid and there are no existing material defaults with setting out, in respect to any Lease (or events or conditions whichof each Lease, 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) identity of the Disclosure Schedulelessor and the lessee, there are no existing material defaults of any a description of the other parties thereto leased premises (or events or conditions whichby municipal address and proper legal description), 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, the rental payments under the Lease (specifying any breakdown of base rent and additional rents), any rights of renewal and the leasehold or other interest of the Subsidiary in the Leased Property is not subject or subordinate to term thereof, and 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 Sellersrestrictions on assignment.

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 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) 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) Seller is not aware of any Subsidiary that is a lessee thereunder. To the knowledge of Sellersnon-disturbance agreements, except as set forth in Section 3.4(b) of the Disclosure Schedulelessor forbearance agreements, there are no existing material defaults of lessor waiver agreements or similar agreements affecting any of the other parties thereto (or events or conditions which, with notice or lapse of time or both, would constitute a material default)Leases. 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 4.15 of the Seller Group or any policies Disclosure Letter contains a complete and accurate list of title insurance currently in force and in the possession of any member 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 Group comply with respect to each parcel of Leased Property, have heretofore been delivered to Buyers by Sellersapplicable Laws. There is no dispute between the Seller and the landlord under any Lease.