Common use of Owned and Leased Real Properties Clause in Contracts

Owned and Leased Real Properties. (a) Section 3.8(a) of the Company Disclosure Schedule sets forth a complete and accurate list of (i) the addresses and legal descriptions of all real property owned by the Company or any of its Subsidiaries (the “Real Estate”) and (ii) all material liabilities, Liens, easements, restrictions, reservations, tenancies, agreements or other obligations affecting the Real Estate. There is no pending or, to the Company’s knowledge, threatened condemnation or eminent domain proceeding with respect to the Real Estate. There are no material Taxes or material betterment assessments other than ordinary real estate taxes pending or payable against the Real Estate and there are no contingencies existing under which any assessment for real estate taxes may be retroactively filed against the Real Estate. (b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision, health, safety, environmental, pollution control, waste products, sewage control and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). There is no material action pending or threatened by any Governmental Entity claiming that the Real Estate violates any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiaries. There are no suits, petitions, notices or proceedings pending, given or, to the Company’s knowledge, threatened against the Company by any persons or Governmental Entities before any court, Governmental Entity or instrumentalities, administrative or otherwise, which if given, commenced or concluded would have a material adverse effect on the Company’s title to the Real Estate or the operation of the business of the Company or any of its Subsidiaries, as a whole, as presently operated. (c) All of the buildings, fixtures and other improvements located on the Real Estate are in good operating condition and repair, and, to the Company’s knowledge, the operation thereof as presently conducted is not in material violation of any applicable building code, zoning ordinance or other law or regulation. (d) Section 3.8(d) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively, “Company Leases”) and the location of the premises. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any other party to any Company Lease, is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, has not had a Company Material Adverse Effect. Each of the Company Leases is in full force and effect and is enforceable in accordance with its terms and shall not cease to be in full force and effect as a result of the transactions contemplated by this Agreement. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries. The Company has provided the Parent with complete and accurate copies of all Company Leases. All of the plants, structures, facilities, properties, leased premises and equipment of the Company and its Subsidiaries, are in good operating condition and repair, in all material respects, and suitable for their intended uses.

Owned and Leased Real Properties. (a) Section 3.8(a) of the Company Disclosure Schedule sets forth a complete and accurate list of (i) the addresses and legal descriptions of all real property owned by the Company or any of its Subsidiaries Subsidiary (the “Real Estate”) and (ii) all material liabilities, Liensliens, encumbrances, easements, restrictions, reservations, tenancies, agreements or other obligations affecting the Real Estate. There is no pending or, to the knowledge of the Company’s knowledge, threatened condemnation or eminent domain proceeding with respect to the Real Estate. There are no material Taxes taxes or material betterment assessments other than ordinary real estate taxes pending or payable against the Real Estate and there are no contingencies existing under which any assessment for real estate taxes may be retroactively filed against the Real Estate. The Real Estate is legally subdivided and consists of separate tax lots so that it is assessed separate and apart from any other property. The Real Estate is not located in any special flood hazard area designated by any federal, state, county or local Governmental Entity having jurisdiction over the Real Estate. (b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision, health, safety, environmental, pollution control, waste products, sewage control and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). There is no material action pending or threatened by any Governmental Entity claiming that the Real Estate violates any Governmental Regulations or threatening to shut down the business of the Company or any of its the Subsidiaries. There are no suits, petitions, notices or proceedings pending, given or, to the knowledge of the Company’s knowledge, threatened against the Company by any persons or Governmental Entities before any court, Governmental Entity or instrumentalities, administrative or otherwise, which if given, commenced or concluded would have a material an adverse effect on the Company’s title to the Real Estate or the operation of the business of the Company or any of its Subsidiaries, as a whole, Subsidiary as presently operated. (c) All of the buildings, fixtures and other improvements located on the Real Estate are in good operating condition and repair, and, to the knowledge of the Company’s knowledge, the operation thereof as presently conducted is not in material violation of any applicable building code, zoning ordinance or other law or regulation, except where such violations, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. (d) Section 3.8(d) of the Company Disclosure Schedule sets forth a complete and accurate list of all title insurance policies, surveys engineering reports and hazardous waste reports prepared with respect to the Real Estate since January 1, 2003. The Company has provided the Buyer with complete and accurate copies of all such documents. (e) Section 3.8(e) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively, collectively “Company Leases”) and the location of the premises. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company’s knowledge, any other party to any Company Lease, is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, has not had had, and could not reasonably be expected to have a Company Material Adverse Effect. Each of the Company Leases is in full force and effect and is enforceable in accordance with its terms and shall not cease to be in full force and effect as a result of the transactions contemplated by this Agreement. Neither Except as set forth on Section 3.8(e) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries. The Company has provided the Parent Buyer with complete and accurate copies of all Company Leases. All of the plants, structures, facilities, properties, leased premises and equipment of the Company and its Subsidiaries, are in good operating condition and repair, in all material respects, and suitable for their intended uses.

Owned and Leased Real Properties. (a) Section 3.8(a) of the Company Disclosure Schedule sets forth a complete and accurate list of (i) the addresses and legal descriptions of all real property owned by the Company or any of its Subsidiaries Subsidiary (the “"Real Estate”") and (ii) all material liabilities, Liensliens, encumbrances, easements, restrictions, reservations, tenancies, agreements or other obligations affecting the Real Estate. There is no pending or, to the Company’s 's knowledge, threatened material condemnation or eminent domain proceeding with respect to the Real Estate. There are no material Taxes taxes or material betterment assessments other than ordinary real estate taxes pending or payable against the Real Estate and there are no contingencies existing under which any assessment for real estate taxes may be retroactively filed against the Real Estate. (b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision, health, safety, environmental, pollution control, waste products, sewage control and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “"Governmental Regulations”"). There is no material action pending or or, to the Company's knowledge, threatened by any Governmental Entity claiming that the Real Estate materially violates any Governmental Regulations or threatening to shut down the business of the Company or any of its the Subsidiaries. There are no suits, petitions, notices or proceedings pending, given or, to the Company’s 's knowledge, threatened against the Company by any persons or Governmental Entities before any court, Governmental Entity or instrumentalities, administrative or otherwise, which if given, commenced or concluded would have a material adverse effect on the Company’s 's title to the Real Estate or the operation of the business of the Company or any of its Subsidiaries, as a whole, Subsidiary as presently operated. (c) All To the Company's knowledge, all of the buildings, fixtures and other improvements located on the Real Estate are in good operating condition and repairrepair in all material respects, and, to the Company’s 's knowledge, the operation thereof as presently conducted is not in material violation of any material applicable building code, zoning ordinance or other law or regulation, except where such violations, individually or in the aggregate, has not had and is not reasonably likely to have a Company Material Adverse Effect. (d) Section 3.8(d) of the Company Disclosure Schedule sets forth a true, correct and complete and accurate list of all title insurance policies, surveys, engineering reports environmental health and safety reports prepared with respect to the Real Estate since January 1, 1996, true, correct and complete copies of all of which have previously been made available to the Buyer. (e) Section 3.8(e) of the Company Disclosure Schedule lists and describes briefly all real property leased, leased or subleased or licensed by to the Company or any of its Subsidiaries (collectively, “Company Leases”) and lists the term of such lease and the location rent payable thereunder. The Company has made available to the Buyer correct and complete copies of the premisesleases and subleases (as amended to date) listed in Section 3.8(e) of the Company Disclosure Schedule. Neither With respect to each lease and sublease listed in Section 3.8(e) of the Company Disclosure Schedule: (i) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (ii) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (iii) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company’s knowledge, any other party to any Company Lease, the lease or sublease is in material breach or default, and no event has occurred which, with notice or lapse of time (or both) would constitute a material breach or default under any of the Company Leasesor permit termination, except where the existence of such defaultsmodification or acceleration thereunder; (iv) there are no material disputes, individually oral agreements, forfeiture proceedings or forbearance programs in the aggregate, has not had a Company Material Adverse Effect. Each of the Company Leases is in full force and effect and is enforceable in accordance with its terms and shall not cease to be in full force and effect as a result of to the transactions contemplated by this Agreement. Neither lease or sublease; (v) neither the Company nor any of its Subsidiaries leaseshas assigned, subleases transferred, conveyed, mortgaged, deeded in trust or licenses encumbered any real property interest in the leasehold or subleasehold; (vi) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and (vii) the Company's consolidated financial statements contain adequate reserves to any person other than provide for the Company and its Subsidiaries. The Company has provided the Parent with complete and accurate copies of all Company Leases. All restoration of the plants, structures, facilities, properties, leased premises and equipment property subject to the leases at the end of the Company and its Subsidiariesrespective lease terms, are in good operating condition and repair, in all material respects, and suitable for their intended usesto the extent required by the leases.

Owned and Leased Real Properties. (a) Section 3.8(a3.9(a) of the Company Disclosure Schedule sets forth a complete and accurate list list, as of (i) the date of the Original Merger Agreement, of the addresses and legal descriptions of all real property owned by the Company or any Subsidiary of its Subsidiaries the Company (the “Real Estate”). The identified owner has good title to such parcel of Real Estate, free and clear of any Liens, other than (i) and Liens that do not materially impair the use or occupancy of such parcel of Real Estate, (ii) all material liabilitiesLiens reflected in title records or reports made available to the Buyer or (iii) Permitted Liens. To the Company’s knowledge as of the date of the Original Merger Agreement, Liens, easements, restrictions, reservations, tenancies, agreements or other obligations affecting the Real Estate. There there is no pending or, to the Company’s knowledge, threatened condemnation or eminent domain proceeding with respect to the Real Estate. There are no material Taxes or material betterment assessments other than ordinary real estate taxes pending or payable against the Real Estate and there are no contingencies existing under which any assessment for real estate taxes may be retroactively filed against the Real Estate. (b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision, health, safety, environmental, pollution control, waste products, sewage control subdivision and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). There As of the date of the Original Merger Agreement, there is no material action pending or threatened by any Governmental Entity against the Company or any Subsidiary of the Company claiming that the Real Estate violates in any material respect any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiaries. (c) The Company has made available to the Buyer copies of all title insurance policies, surveys and material engineering reports in the Company’s possession and prepared with respect to the Real Estate since January 1, 2010. There are no suits, petitions, notices or proceedings pending, given or, to To the Company’s knowledge, threatened against the Company by any persons or Governmental Entities before any court, Governmental Entity or instrumentalities, administrative or otherwise, which if given, commenced or concluded would have a material adverse effect on the Company’s title to the Real Estate or the operation of the business of the Company or any of its Subsidiaries, as a whole, as presently operated. (c) All of the buildings, fixtures such copies are complete and other improvements located on the Real Estate are in good operating condition and repair, and, to the Company’s knowledge, the operation thereof as presently conducted is not in material violation of any applicable building code, zoning ordinance or other law or regulationaccurate. (d) Section 3.8(d3.9(d) of the Company Disclosure Schedule sets forth a complete and accurate list list, as of the date of the Original Merger Agreement, of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively, collectively “Company Leases”) ), and the location of the premises. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any other party to any Company Lease, is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, has not had a Company Material Adverse Effect. Each of the Company Leases is in full force and effect and is enforceable in accordance with its terms and shall not cease to be in full force and effect as a result of the transactions contemplated by this Agreement. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries. The Company has provided the Parent with complete and accurate copies of all Company Leases. All of the plants, structures, facilities, properties, leased premises and equipment of the Company and its Subsidiaries, are in good operating condition and repair, in all material respects, and suitable for their intended uses.

Owned and Leased Real Properties. (a) Section 3.8(a) of the Company Disclosure Schedule sets forth a complete and accurate list of (i) the addresses and legal descriptions of all real property owned by the Company or any of its Subsidiaries (the “"Real Estate”") and (ii) all material liabilities, Liens, easements, restrictions, reservations, tenancies, agreements or other obligations affecting the Real Estate. There is no pending or, to the Company’s 's knowledge, threatened condemnation or eminent domain proceeding with respect to the Real Estate. There are no material Taxes or material betterment assessments other than ordinary real estate taxes pending or payable against the Real Estate and there are no contingencies existing under which any assessment for real estate taxes may be retroactively filed against the Real Estate. (b) The Real Estate complies in all material respects with the requirements of all applicable building, zoning, subdivision, health, safety, environmental, pollution control, waste products, sewage control and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “"Governmental Regulations”"). There is no material action pending or threatened by any Governmental Entity claiming that the Real Estate violates any Governmental Regulations or threatening to shut down the business of the Company or any of its Subsidiaries. There are no suits, petitions, notices or proceedings pending, given or, to the Company’s 's knowledge, threatened against the Company by any persons or Governmental Entities before any court, Governmental Entity or instrumentalities, administrative or otherwise, which if given, commenced or concluded would have a material adverse effect on the Company’s 's title to the Real Estate or the operation of the business of the Company or any of its Subsidiaries, as a whole, as presently operated. (c) All of the buildings, fixtures and other improvements located on the Real Estate are in good operating condition and repair, and, to the Company’s 's knowledge, the operation thereof as presently conducted is not in material violation of any applicable building code, zoning ordinance or other law or regulation. (d) Section 3.8(d) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively, “"Company Leases”") and the location of the premises. Neither the Company nor any of its Subsidiaries nor, to the Company’s 's knowledge, any other party to any Company Lease, is in default under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, has not had a Company Material Adverse Effect. Each of the Company Leases is in full force and effect and is enforceable in accordance with its terms and shall not cease to be in full force and effect as a result of the transactions contemplated by this Agreement. Neither the Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries. The Company has provided the Parent with complete and accurate copies of all Company Leases. All of the plants, structures, facilities, properties, leased premises and equipment of the Company and its Subsidiaries, are in good operating condition and repair, in all material respects, and suitable for their intended uses.

Owned and Leased Real Properties. (a) Section 3.8(aSCHEDULE 3.08(A) of the Company Disclosure Schedule hereto sets forth in all material respects a complete and accurate list of (i) the addresses and legal descriptions of all real property owned by the Company or any of its Subsidiaries Significant Subsidiary (the “Real Estate”) "REAL ESTATE"). Other than as reflected in the Consolidated Financial Statements and (ii) all material other than Permitted Liens, there are no liabilities, Liens, encumbrances, easements, restrictions, reservations, tenancies, agreements or other obligations ("ENCUMBRANCES") affecting the Real EstateEstate and there are no Taxes pending or payable against the Real Estate other than Permitted Liens, except such Taxes and Encumbrances that, individually or in the aggregate, would not have a Company Material Adverse Effect. There is no pending or, to the Company’s knowledge's Knowledge, threatened condemnation or eminent domain proceeding with respect to the Real Estate. There are no material Taxes or material betterment assessments other than ordinary real estate taxes pending or payable against the Real Estate and there are no contingencies existing under which any assessment for real estate taxes may be retroactively filed against the Real Estate. (b) The Real Estate complies Except as set forth in all material respects with the requirements of all applicable buildingSCHEDULE 3.12(A), zoning, subdivision, health, safety, environmental, pollution control, waste products, sewage control and all other applicable statutes, laws, codes, ordinances, rules, orders and regulations (collectively, “Governmental Regulations”). There there is no material action pending or or, to the Company's Knowledge, threatened by any Governmental Entity claiming that the Real Estate violates any Governmental Regulations or threatening to shut down the business of the Company or any of its the Significant Subsidiaries. There are no suits, petitions, notices or proceedings pending, given or, to the Company’s knowledge, threatened against the Company by any persons or Governmental Entities before any court, Governmental Entity or instrumentalities, administrative or otherwise, which if given, commenced or concluded except for actions that would not have a material adverse effect on the Company’s title to the Real Estate or the operation of the business of the Company or any of its Subsidiaries, as a whole, as presently operatedMaterial Adverse Effect. (c) All of Except as set forth in SCHEDULE 3.08(C), all the buildings, fixtures and other improvements located on the Real Estate are in good adequate operating condition and repair, and, to the Company’s knowledge, repair in all respects and the operation thereof as presently conducted is not in material violation of any applicable building code, zoning ordinance or other similar law or regulation. (d) Section 3.8(d) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property leased, subleased in each case, whether foreign or licensed by the Company or any of its Subsidiaries (collectively, “Company Leases”) and the location of the premises. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any other party to any Company Lease, is in default under any of the Company Leases, domestic except where the existence of such defaultsviolations, individually or in the aggregate, has would not had have a Company Material Adverse Effect. Each . (d) SCHEDULE 3.08(D) hereto lists and describes briefly (listing the parties thereto, the date of execution and the street addresses) all leases or subleases of real property material to the Company or any of the Significant Subsidiaries requiring (i) annual payments to the Lessor thereunder (or a third party), in each case, of at least $50,000 or (ii) aggregate lease payments to the Lessor (or a third party), in each case, of at least $250,000. The Company Leases has made available to Buyer correct and complete copies of the leases and subleases (as amended to date) listed on SCHEDULE 3.08(D) hereto. With respect to each lease and sublease listed on SCHEDULE 3.08(D) hereto: (i) the lease or sublease is legal, valid, binding and enforceable, in each case, against the lessor or sublessor, as applicable, and in full force and effect; (ii) the lease or sublease will continue to be legal, valid, binding, and enforceable, in each case against the lessor or sublessor, as applicable, and in full force and effect and is enforceable immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (iii) neither the Company nor any of the Significant Subsidiaries nor, to the Company's Knowledge, any other party to the lease or sublease is in material breach or default, and no event has occurred which, with notice or lapse of time (or both) would constitute a material breach or default or permit termination, modification or acceleration thereunder; (iv) there are no material disputes, oral agreements, forfeiture proceedings or forbearance programs in effect as to the lease or sublease; (v) except as set forth in SCHEDULE 3.08 (D)(V) pursuant to the financing arrangements of the Company and its terms Significant Subsidiaries, neither the Company nor any of the Significant Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (vi) all facilities leased or subleased thereunder are supplied with utilities and shall not cease other services necessary for the operation of said facilities; and (vii) the Company Consolidated Financial Statements contain adequate reserves to provide for the restoration of the property subject to the leases at the end of the respective lease terms, to the extent required by the leases; except, in each case, such failures to be in full force and effect as a result or to be enforceable, such breaches or defaults, disputes, oral agreements, forfeiture proceedings or forbearance programs, assignments, transfers conveyances, Liens, lack or utilities and other services, or lack of reserves ("SECTION 3.08(D) EVENTS") that, together with any of the transactions contemplated by this Agreement. Neither Section 3.10(c) Events (defined below), individually or in the aggregate, would not have a Company nor any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries. The Company has provided the Parent with complete and accurate copies of all Company Leases. All of the plants, structures, facilities, properties, leased premises and equipment of the Company and its Subsidiaries, are in good operating condition and repair, in all material respects, and suitable for their intended usesMaterial Adverse Effect.