Common use of Owned and Leased Property Clause in Contracts

Owned and Leased Property. (a) Except as disclosed in Schedule 3.8(a), the Sellers have good title to all the Assets free and clear of any and all Liens other than Permitted Liens. The Assets comprise all assets and services required for the continued conduct of the Business by the Buyer as now being conducted. The Assets, taken as a whole, constitute all the properties and assets relating to or used or held for use in connection with the Business during the past twelve months (except Inventory sold, cash disposed of, accounts receivable collected, prepaid expenses realized, Contracts fully performed, properties or assets replaced by equivalent or superior properties or assets, in each case in the ordinary course of business, employees not hired by the Buyer, and the Excluded Assets). Except for Excluded Assets, there are no assets or properties used in the operation of the Business and owned by any Person other than the Sellers that will not be leased or licensed to the Buyer under valid, current leases or license arrangements. The Assets are in all material respects adequate for the purposes for which such assets are currently used or are held for use, and are in reasonably good repair and operating condition (subject to normal wear and tear) and, to the Knowledge of the Sellers, there are no facts or conditions affecting the Assets which could, individually or in the aggregate, interfere in any material respect with the use, occupancy or operation thereof as currently used, occupied or operated, or their adequacy for such use. (b) All leases and subleases pursuant to which the Seller or any Subsidiary (i) leases (whether as lessee or lessor) its Tangible Personal Property, or (ii) leases or has leased any real property as lessor or lessee (the "Leased Real Property") are set forth on SCHEDULE 3.8(B). Such leases and subleases (other than the leases identified on SCHEDUlE 3.8(B) as no longer in effect) are in good standing and are valid and binding against the Seller or such Subsidiary, as the case may be, and, to the Knowledge of the Seller, the other parties thereto in accordance with their respective terms, subject to general equity principles and to applicable bankruptcy, fraudulent transfer, insolvency, reorganization, moratorium and other similar laws from time to time in effect affecting creditors' rights generally (whether considered in a proceeding in equity or at law), and there is not under any of such leases or subleases any existing default, event of default or event which with notice or lapse of time or both would constitute a default, by the Seller or any Subsidiary or, to the Knowledge of the Seller, any Person from or to whom the Seller or any Subsidiary leases or subleases such Tangible Personal Property or Leased Real Property. None of the rights of the Seller or any Subsidiary under any of such leases or subleases is subject to termination or modification as the result of the transactions contemplated by this Agreement or any Collateral Agreement. (c) To the Knowledge of Sellers, all components of all buildings, structures and other improvements included within the Properties (the "Improvements"), including but not limited to the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, waste treatment, paving and parking equipment, systems and facilities included therein, are in compliance with all laws, rules, regulations, ordinances and legal and insurance requirements and are in good working order and repair (ordinary wear and tear excepted). To the Knowledge of Sellers, all potable water and all gas, electrical, steam, compressed air, telecommunication, and other similar systems serving or necessary to serve all or any part of the Properties are installed and operating and are sufficient to enable such Properties to continue to be used and operated in the manner currently being used and operated and any associated charges have been fully paid. To the Knowledge of Sellers, each such utility or other service is provided by a public utility and enters the applicable Property from an adjacent public street. To the Knowledge of Sellers, each Improvement has direct access to a public street adjoining the Property on which such Improvement is situated and no existing access-way crosses or encroaches upon any property or property interest not owned by the Seller or a Subsidiary. To the Knowledge of Sellers, no Improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Properties. (d) All real property owned by the Seller or any Subsidiary on or prior to the date hereof is set forth on Schedule 3.8(d) (the "Owned Real Property"). (e) To the Knowledge of Sellers, the Properties and the use thereof are both in compliance with all applicable laws, by-laws, zoning or use ordinance, rules, regulations and legal and insurance requirements (collectively, "Real Property Laws"). To the Knowledge of Sellers, neither the Seller nor any Subsidiary has received any work orders or notice of any defect in the construction or state of repair of any of the Properties or notice of any violation or claimed violation of any Real Property Law or of any changes or proposed changes to Real Property Laws which will adversely affect the current use of any of the Properties. To the Knowledge of Sellers, the Properties and their continued use, occupancy and operation as currently used, occupied and operated do not constitute a nonconforming use under any Real Property Law and the continued existence, use, occupancy and operation of each Improvement, and the right and ability to repair and/or rebuild such Improvement in the event of casualty, is not dependent on any special permit, exception, approval or variance. To the Knowledge of any Seller there is no pending or anticipated change in any Real Property Law which would have an adverse effect upon the ownership, alteration, use, occupancy or operation of any of the Properties or any portion thereof, or upon the reconstruction of any Improvement in the event of a casualty. No dispute currently exists with any Governmental Authority with respect to any Real Property Law or the application thereof to any of the Properties. There are no encroachments upon any of the Properties and the Improvements situated upon such Properties do not encroach upon or violate any rights or way, easements or the lands of others unless otherwise set forth in the title insurance policy or survey attached hereto as Schedule 3.8(e). There are no violations of law or rule with respect to water supply, sewage or waste disposal facilities. No portion of any of the Properties has suffered any damage by fire or other casualty which has not heretofore been completely repaired and restored to its original condition. Except as set forth on Schedule 3.8(e), no portion of any of the Properties is located in a special flood hazard area as designated by federal governmental authorities nor is any portion of the Properties subject to conservation authority regulation. (f) To the Knowledge of Sellers, neither the Seller nor any Subsidiary has received any notice of any special assessment or condemnation from a Governmental Authority with respect to any of the Properties. (g) Except as set forth on Schedule 3.8(g), neither the Seller nor any Subsidiary owns, holds or is obligated under, or is a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell or dispose of all or any part of the Properties or any interest therein. Except as set forth on SCHEDULE 3.8

Owned and Leased Property. (a) Except as disclosed set forth in Schedule 3.8(a8.8(a), the Sellers have Company has good and marketable title to all the Assets its owned Tangible Personal Property free and clear of any and all Liens other than Permitted Liens. The Assets comprise all assets except Liens for current Taxes and services required for the continued conduct of the Business assessments not yet delinquent or being contested in good faith by the Buyer as now being conducted. The Assets, taken as a whole, constitute all the properties and assets relating to or used or held for use in connection with the Business during the past twelve months (except Inventory sold, cash disposed of, accounts receivable collected, prepaid expenses realized, Contracts fully performed, properties or assets replaced by equivalent or superior properties or assets, in each case in the ordinary course of business, employees not hired by the Buyer, and the Excluded Assets). Except for Excluded Assets, there are no assets or properties used in the operation of the Business and owned by any Person other than the Sellers that will not be leased or licensed to the Buyer under valid, current leases or license arrangements. The Assets are in all material respects adequate for the purposes for which such assets are currently used or are held for use, and are in reasonably good repair and operating condition (subject to normal wear and tear) and, to the Knowledge of the Sellers, there are no facts or conditions affecting the Assets which could, individually or in the aggregate, interfere in any material respect with the use, occupancy or operation thereof as currently used, occupied or operated, or their adequacy for such useappropriate proceedings. (b) All leases and subleases pursuant to which the Seller or any Subsidiary Company (i) leases (whether as lessee or lessor) its Tangible Personal Property, or (ii) leases or has leased any real property as lessor or lessee (the "Leased Real Property") are set forth on SCHEDULE 3.8(BSchedule 8.8(b). Such leases and subleases (other than the leases identified on SCHEDUlE 3.8(BSchedule 8.8(b) as no longer in effect) are in good standing and are valid and binding against the Seller or such SubsidiaryCompany, as the case may be, and, and to the Knowledge of the Seller, Company the other parties thereto thereto, in accordance with their respective terms, subject to general equity principles and to applicable bankruptcy, fraudulent transfer, insolvency, reorganization, moratorium and other similar laws from time to time in effect affecting creditors' rights generally (whether considered in a proceeding in equity or at law), and there is not not, under any of such leases or subleases any existing default, event of default or event which with notice or lapse of time or both would constitute a default, by the Seller or any Subsidiary Company or, to the Knowledge of the SellerCompany, any Person from or to whom the Seller or any Subsidiary Company leases or subleases such Tangible Personal Property or Leased Real Property. None of the rights of the Seller or any Subsidiary Company under any of such leases or subleases is subject to termination or modification as the result of the transactions contemplated by this Agreement or any Collateral AgreementPurchase Document. (c) To the Knowledge of SellersAll buildings, machinery, equipment, fixtures, rolling stock and tools (including, without limitation, all components of all buildings, structures and other improvements included within replacement parts therefor to the Properties (the "Improvements"extent such parts exist), including but not limited to used or useful in the roofs and structural elements thereof and business of the heatingCompany, ventilationwhether owned or leased by the Company, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, waste treatment, paving and parking equipment, systems and facilities included therein, are in compliance with all laws, rules, regulations, ordinances and legal and insurance requirements have been properly maintained and are in good working order and repair operating condition (except for ordinary wear and tear exceptedtear). To the Knowledge of Sellers, all potable water and all gas, electrical, steam, compressed air, telecommunication, and other similar systems serving or necessary to serve all or any part are capable of being used in the business of the Properties are installed and operating and are sufficient to enable such Properties to continue to be used and operated Company, without present need for repair or replacement except in the manner currently being used and operated and any associated charges ordinary course of business except for such failures which would not have been fully paid. To a Material Adverse Effect on the Knowledge of Sellers, each such utility or other service is provided by a public utility and enters the applicable Property from an adjacent public street. To the Knowledge of Sellers, each Improvement has direct access to a public street adjoining the Property on which such Improvement is situated and no existing access-way crosses or encroaches upon any property or property interest not owned by the Seller or a Subsidiary. To the Knowledge of Sellers, no Improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the PropertiesCompany. (d) All real property owned by the Seller or any Subsidiary Company on or prior to the date hereof is set forth on Schedule 3.8(d8.8(d) (the "Owned Real Property"). (e) To the Knowledge of Sellersthe Company, the Properties and the use thereof are both in compliance with all applicable laws, by-laws, zoning or use ordinance, rules, regulations and legal and insurance requirements (collectively, "Real Property Laws"). To the Knowledge of Sellers, neither the Seller nor any Subsidiary has received any work orders or notice of any defect in the construction or state of repair of any of the Properties or notice of any violation or claimed violation of any Real Property Law or of any changes or proposed changes to Real Property Laws which will adversely affect the current use of any of the Properties. To the Knowledge of Sellers, the Properties and their continued use, occupancy and operation as currently used, occupied and operated do not constitute a nonconforming use under any Real Property Law and the continued existence, use, occupancy and operation of each Improvement, and the right and ability to repair and/or rebuild such Improvement in the event of casualty, is not dependent on any special permit, exception, approval or variance. To the Knowledge of any Seller there is no pending or anticipated change in any Real Property Law which would have an adverse effect upon the ownership, alteration, use, occupancy or operation of any of the Properties or any portion thereof, or upon the reconstruction of any Improvement in the event of a casualty. No dispute currently exists with any Governmental Authority with respect to any Real Property Law or the application thereof to any of the Properties. There are no encroachments upon any of the Properties and the Improvements improvements situated upon such Properties do not encroach upon or violate any rights or way, easements or the lands of others unless otherwise set forth others. The use of such Properties by the Company and the conduct of the business of the Company on such Properties does not violate any law, rule, regulation or zoning or use ordinance of any governmental body or authority applicable to such Properties and, in the title insurance policy or survey attached hereto as Schedule 3.8(e). There connection with such use and conduct, there are no violations of law or rule with respect to water supply, sewage or waste disposal facilities. No portion of any of the Properties has suffered any damage by fire or other casualty which has not heretofore been completely repaired and restored to its original condition. Except as set forth on Schedule 3.8(e), no portion of any of the Properties is located in a special flood hazard area as designated by federal governmental authorities nor is any portion of the Properties subject to conservation authority regulation. (f) To the Knowledge of Sellers, neither the Seller nor any Subsidiary The Company has not received any notice of any special assessment or condemnation from a Governmental Authority Entity with respect to any of the Properties. (g) Except All molds utilized in the business of the Company: (i) except as set forth on Schedule 3.8(g8.8(g), neither are owned by the Seller nor any Subsidiary owns, holds or is obligated under, or is a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell or dispose Company free of all or liens and encumbrances; and (ii) to the extent that any part of the Properties or molds are not located at the offices of the Company, they are located at the sites and currently possessed by the Persons listed in Schedule 8.8(g); and (iii) prior to the Closing Date, the Shareholders shall deliver to Buyer a bailment agreement substantially in the form listed in Schedule 8.8(g) from each such Person currently possessing any interest therein. Except as set forth on SCHEDULE 3.8of the Company's molds affirming the Company's ownership of the molds free of all Liens.

Owned and Leased Property. (a) Except as disclosed set forth in Schedule 3.8(a8.8(a), the Sellers have Company has good and --------------- marketable title to all the Assets its owned Tangible Personal Property and Owned Real Property free and clear of any and all Liens other than Permitted Liens. The Assets comprise all assets except Liens for current Taxes and services required for the continued conduct of the Business assessments not yet delinquent or being contested in good faith by the Buyer as now being conducted. The Assets, taken as a whole, constitute all the properties and assets relating to or used or held for use in connection with the Business during the past twelve months (except Inventory sold, cash disposed of, accounts receivable collected, prepaid expenses realized, Contracts fully performed, properties or assets replaced by equivalent or superior properties or assets, in each case in the ordinary course of business, employees not hired by the Buyer, and the Excluded Assets). Except for Excluded Assets, there are no assets or properties used in the operation of the Business and owned by any Person other than the Sellers that will not be leased or licensed to the Buyer under valid, current leases or license arrangements. The Assets are in all material respects adequate for the purposes for which such assets are currently used or are held for use, and are in reasonably good repair and operating condition (subject to normal wear and tear) and, to the Knowledge of the Sellers, there are no facts or conditions affecting the Assets which could, individually or in the aggregate, interfere in any material respect with the use, occupancy or operation thereof as currently used, occupied or operated, or their adequacy for such useappropriate proceedings. (b) All leases and subleases pursuant to which the Seller or any Subsidiary Company (i) leases (whether as lessee or lessor) its Tangible Personal Property, or (ii) leases or has leased (in the last three years) any real property as lessor or lessee (the "Leased Real Property") are set forth on SCHEDULE 3.8(BSchedule 8.8(b). Such leases and --------------- subleases (other than the leases identified on SCHEDUlE 3.8(BSchedule 8.8(b) as no longer in --------------- effect) are in good standing and are valid and binding against the Seller or such SubsidiaryCompany, as the case may be, and, and to the Knowledge of the SellerCompany, the other parties thereto thereto, in accordance with their respective terms, subject to general equity principles and to applicable bankruptcy, fraudulent transfer, insolvency, reorganization, moratorium and other similar laws from time to time in effect affecting creditors' rights generally (whether considered in a proceeding in equity or at law), and there is not not, under any of such leases or subleases any existing default, event of default or event which with notice or lapse of time or both would constitute a default, in any material respect, by the Seller or any Subsidiary Company or, to the Knowledge of the SellerCompany, any Person from or to whom the Seller or any Subsidiary Company leases or subleases such Tangible Personal Property or Leased Real Property. None of the rights of the Seller or any Subsidiary Company under any of such leases or subleases is subject to termination or modification as the result of the transactions contemplated by this Agreement or any Collateral Agreement.Purchase Document, except as contemplated by Section 11.2(o). --------------- (c) To the Knowledge of Sellers, all components of all buildings, structures and other improvements included within the Properties (the "Improvements"), including but not limited to the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, waste treatment, paving and parking equipment, systems and facilities included therein, are in compliance with all laws, rules, regulations, ordinances and legal and insurance requirements and are in good working order and repair (ordinary wear and tear excepted). To the Knowledge of Sellers, all potable water and all gas, electrical, steam, compressed air, telecommunication, and other similar systems serving or necessary to serve all or any part of the Properties are installed and operating and are sufficient to enable such Properties to continue to be used and operated in the manner currently being used and operated and any associated charges have been fully paid. To the Knowledge of Sellers, each such utility or other service is provided by a public utility and enters the applicable Property from an adjacent public street. To the Knowledge of Sellers, each Improvement has direct access to a public street adjoining the Property on which such Improvement is situated and no existing access-way crosses or encroaches upon any property or property interest not owned by the Seller or a Subsidiary. To the Knowledge of Sellers, no Improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Properties. (d) All real property owned by the Seller Company or any Subsidiary on the LLCs on, or within three years prior to to, the date hereof is set forth on Schedule 3.8(d8.8(c) (the --------------- "Owned Real Property"). (ed) To the Knowledge of Sellersthe Company, the Properties and the use thereof are both in compliance with all applicable laws, by-laws, zoning or use ordinance, rules, regulations and legal and insurance requirements (collectively, "Real Property Laws"). To the Knowledge of Sellers, neither the Seller nor any Subsidiary has received any work orders or notice of any defect in the construction or state of repair of any of the Properties or notice of any violation or claimed violation of any Real Property Law or of any changes or proposed changes to Real Property Laws which will adversely affect the current use of any of the Properties. To the Knowledge of Sellers, the Properties and their continued use, occupancy and operation as currently used, occupied and operated do not constitute a nonconforming use under any Real Property Law and the continued existence, use, occupancy and operation of each Improvement, and the right and ability to repair and/or rebuild such Improvement in the event of casualty, is not dependent on any special permit, exception, approval or variance. To the Knowledge of any Seller there is no pending or anticipated change in any Real Property Law which would have an adverse effect upon the ownership, alteration, use, occupancy or operation of any of the Properties or any portion thereof, or upon the reconstruction of any Improvement in the event of a casualty. No dispute currently exists with any Governmental Authority with respect to any Real Property Law or the application thereof to any of the Properties. There are no material encroachments upon any of the Properties and the Improvements improvements situated upon such Properties do not encroach upon any adjoining property or violate any rights of way or way, easements or on the lands of others unless otherwise set forth others. The use of such Properties by the Company and the conduct of the business of the Company on such Properties does not, to the Knowledge of the Company, violate in any material respect any law, rule, regulation or zoning or use ordinance of any governmental body or authority applicable to such Properties and, in connection with such use and conduct, to the title insurance policy or survey attached hereto as Schedule 3.8(e). There Knowledge of the Company, there are no violations in any material respect of applicable law or rule governmental rules with respect to water supply, sewage or waste disposal facilities. No portion of any of the Properties has suffered any damage by fire or other casualty which has not heretofore been completely repaired and restored to its original condition. . (e) Except as set forth on Schedule 3.8(e8.8(e), no portion of any of the Properties is located in a special flood hazard area as designated by federal governmental authorities nor is any portion of the Properties subject to conservation authority regulation. (f) To the Knowledge of Sellers, neither the Seller nor any Subsidiary Company has not --------------- received any notice of any special assessment or condemnation from a Governmental Authority Entity with respect to any of the Properties. (g) Except as set forth on Schedule 3.8(g), neither the Seller nor any Subsidiary owns, holds or is obligated under, or is a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell or dispose of all or any part of the Properties or any interest therein. Except as set forth on SCHEDULE 3.8

Owned and Leased Property. (a) Except as disclosed in Schedule 3.8(a), the Sellers have The Company and each Purchased Subsidiary has good and marketable title to all the Assets its owned Tangible Personal Property free and clear of any and all Liens other than Permitted Liens. The Assets comprise all assets except Liens for current Taxes and services required for the continued conduct of the Business assessments not yet delinquent or being contested in good faith by the Buyer as now being conducted. The Assets, taken as a whole, constitute all the properties and assets relating to or used or held for use in connection with the Business during the past twelve months (except Inventory sold, cash disposed of, accounts receivable collected, prepaid expenses realized, Contracts fully performed, properties or assets replaced by equivalent or superior properties or assets, in each case in the ordinary course of business, employees not hired by the Buyer, and the Excluded Assets). Except for Excluded Assets, there are no assets or properties used in the operation of the Business and owned by any Person other than the Sellers that will not be leased or licensed to the Buyer under valid, current leases or license arrangements. The Assets are in all material respects adequate for the purposes for which such assets are currently used or are held for use, and are in reasonably good repair and operating condition (subject to normal wear and tear) and, to the Knowledge of the Sellers, there are no facts or conditions affecting the Assets which could, individually or in the aggregate, interfere in any material respect with the use, occupancy or operation thereof as currently used, occupied or operated, or their adequacy for such useappropriate proceedings. (b) All leases and subleases pursuant to which the Seller Company or any Purchased Subsidiary (i) leases (whether as lessee or lessor) its Tangible Personal PropertyProperty excluding leases for less than FF 5,000 per month and terminable without penalty within 12 months, or (ii) leases or has leased (since the date on which the Company or such Purchased Subsidiary was created or acquired by the Company or a Purchased Subsidiary, as such date is set forth on Schedule 3.2) any real property as lessor or lessee (the "Leased Real Property") are set forth on SCHEDULE 3.8(BSchedule 3.8(b). Such leases and subleases (other than the leases identified on SCHEDUlE 3.8(BSchedule 3.8(b) as no longer in effect) are in good standing and are valid and binding against the Seller Company or such Purchased Subsidiary, as the case may be, and, to the Knowledge of the Seller, and the other parties thereto thereto, in accordance with their respective terms, subject to general equity principles and to applicable bankruptcy, fraudulent transfer, insolvency, reorganization, moratorium and other similar laws from time to time in effect affecting creditors' rights generally (whether considered in a proceeding in equity or at law), and there is not not, under any of such leases or subleases any existing default, event of default or event which with notice or lapse of time or both would constitute a default, by any Purchased Subsidiary or the Seller or any Subsidiary or, to the Knowledge of the Seller, any Person from or to whom the Seller Company or any Purchased Subsidiary leases or subleases such Tangible Personal Property or Leased Real Property. None of the rights of the Seller Company or any Purchased Subsidiary under any of such leases or subleases is subject to termination or modification as the result of the transactions contemplated by this Agreement or any Collateral AgreementPurchase Document. (c) To the Knowledge of SellersAll buildings, machinery, equipment, fixtures, rolling stock and tools (including, without limitation, all components of all buildings, structures and other improvements included within replacement parts therefor to the Properties (the "Improvements"extent such parts exist), including but not limited to used or useful in the roofs and structural elements thereof and business of the heatingCompany or any Purchased Subsidiary, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, waste treatment, paving and parking equipment, systems and facilities included therein, are in compliance with all laws, rules, regulations, ordinances and legal and insurance requirements whether owned or leased by the Company or any Purchased Subsidiary have been properly maintained and are in good working order and repair operating condition (except for ordinary wear and tear exceptedtear). To the Knowledge of Sellers, all potable water and all gas, electrical, steam, compressed air, telecommunication, and other similar systems serving or necessary to serve all or any part are capable of being used in the business of the Properties are installed and operating and are sufficient to enable Company or such Properties to continue to be used and operated Purchased Subsidiary, as the case may be, without present need for repair or replacement except in the manner currently being used and operated and any associated charges have been fully paid. To the Knowledge ordinary course of Sellers, each such utility or other service is provided by a public utility and enters the applicable Property from an adjacent public street. To the Knowledge of Sellers, each Improvement has direct access to a public street adjoining the Property on which such Improvement is situated and no existing access-way crosses or encroaches upon any property or property interest not owned by the Seller or a Subsidiary. To the Knowledge of Sellers, no Improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Propertiesbusiness. (d) All real property owned by the Seller Company or any a Purchased Subsidiary on or prior to since the date hereof on which the Company or such Purchased Subsidiary was created or acquired by the Company or a Purchased Subsidiary, as such date is set forth on Schedule 3.2, is set forth on Schedule 3.8(d) (the "Owned Real Property"). (e) To the Knowledge of Sellers, the Properties and the use thereof are both in compliance with all applicable laws, by-laws, zoning or use ordinance, rules, regulations and legal and insurance requirements (collectively, "Real Property Laws"). To the Knowledge of Sellers, neither the Seller nor any Subsidiary has received any work orders or notice of any defect in the construction or state of repair of any of the Properties or notice of any violation or claimed violation of any Real Property Law or of any changes or proposed changes to Real Property Laws which will adversely affect the current use of any of the Properties. To the Knowledge of Sellers, the Properties and their continued use, occupancy and operation as currently used, occupied and operated do not constitute a nonconforming use under any Real Property Law and the continued existence, use, occupancy and operation of each Improvement, and the right and ability to repair and/or rebuild such Improvement in the event of casualty, is not dependent on any special permit, exception, approval or variance. To the Knowledge of any Seller there is no pending or anticipated change in any Real Property Law which would have an adverse effect upon the ownership, alteration, use, occupancy or operation of any of the Properties or any portion thereof, or upon the reconstruction of any Improvement in the event of a casualty. No dispute currently exists with any Governmental Authority with respect to any Real Property Law or the application thereof to any of the Properties. There are no encroachments upon any of the Properties Owned Real Property or Leased Real Property and the Improvements improvements situated upon such Properties premises do not encroach upon or violate any rights or way, easements or the lands of others unless otherwise set forth others. The use of such premises by the Company or any Purchased Subsidiary, as the case may be, and the conduct therein of the business of the Company or such Purchased Subsidiary do not violate any law, rule, regulation or zoning or use ordinance of any governmental body of authority and, in the title insurance policy or survey attached hereto as Schedule 3.8(e). There connection with such use and conduct, there are no violations of law or rule with respect to water supply, sewage or waste disposal facilities. No portion of any of the Properties has suffered any damage by fire or other casualty which has not heretofore been completely repaired and restored to its original condition. Except as set forth on Schedule 3.8(e), no portion of any of the Properties is located in a special flood hazard area as designated by federal governmental authorities nor is any portion of the Properties subject to conservation authority regulation. (f) To Neither the Knowledge of Sellers, neither the Seller Company nor any Purchased Subsidiary has received any notice of any special assessment or condemnation from a Governmental Authority Entity with respect to any of the PropertiesOwned Real Property or Leased Real Property. (g) Except as set forth on Schedule 3.8(g), neither the Seller nor any Subsidiary owns, holds or is obligated under, or is a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell or dispose of all or any part of the Properties or any interest therein. Except as set forth on SCHEDULE 3.8