Common use of Owned Property Clause in Contracts

Owned Property. Except as set out in Section 4.26 of the IsoCanMed Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Amalco is the absolute registered and beneficial owner of, and has good and marketable title to, the Owned Properties free and clear of all Liens other than Permitted Encumbrances. Amalco is not the owner of, or party to any agreement, option or right to own, any real property or any interest in any real property used in connection with the IsoCanMed Business, other than the Owned Properties. To the knowledge of Amalco and the Founding Shareholders, all of the Owned Properties and the buildings, improvements and fixtures (including fences, if any) on the Owned Properties (collectively, the Acquired Structures) were constructed in accordance with all applicable Laws. Amalco has adequate rights of ingress and egress to, from and over the Owned Properties for the operation of the IsoCanMed Business in the Ordinary Course. To the knowledge of Amalco and the Founding Shareholders, all Owned Properties and the Acquired Structures are free from structural or material defects (latent or otherwise). None of the Owned Properties nor any Acquired Structures, nor their use, operation or maintenance for the purpose of carrying on the IsoCanMed Business, violate any restrictive covenant applicable thereto. None of the Owned Properties nor any buildings thereon encroach on any property owned by any other Person or infringe on rights of way, easements, or similar Liens in any material respect. None of the Owned Properties nor any buildings thereon are subject to claims by adjoining landowners or otherwise, nor are there any claims by Amalco against any adjoining landowners in respect of any encroachment onto any of the Owned Properties. No condemnation, rezoning, dedication or expropriation proceeding is pending or, to the knowledge of Amalco and the Founding Shareholders, threatened against any of the Owned Properties or the Acquired Structures, and to the knowledge of Amalco and the Founding Shareholders, there is no plan, study, notice of intent or pending by-law which, if implemented, would materially and adversely affect the ability of Amalco to carry on the IsoCanMed Business in the Ordinary Course.

Owned Property. Except as set out in Section 4.26 3.25 of the IsoCanMed Purchaser Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Amalco is the Purchaser Entities are the absolute registered and beneficial owner of, and has have good and marketable title to, the Purchaser Owned Properties free and clear of all Liens other than Permitted Encumbrances. Amalco is The Purchaser Entities are not the owner of, or party to any agreement, option or right to own, any real property or any interest in any real property used in connection with the IsoCanMed Business, other than the Owned Properties. To the knowledge of Amalco and the Founding ShareholdersPurchaser, all of the Purchaser Owned Properties and the buildings, improvements and fixtures (including fences, if any) on the Owned Properties (collectively, the Acquired Purchaser Structures) were constructed in accordance with all applicable Laws. Amalco has The Purchaser Entities have adequate rights of ingress and egress to, from and over the Purchaser Owned Properties for the operation of the IsoCanMed Business in the Ordinary Course. To the knowledge of Amalco and the Founding Shareholders, all Purchaser Owned Properties and the Acquired Purchaser Structures are free from structural or material defects (latent or otherwise). None of the Purchaser Owned Properties nor any Acquired Purchaser Structures, nor their use, operation or maintenance for the purpose of carrying on the IsoCanMed Business, violate any restrictive covenant applicable thereto. None of the Purchaser Owned Properties nor any buildings thereon encroach on any property owned by any other Person or infringe on rights of way, easements, or similar Liens in any material respect. None of the Purchaser Owned Properties nor any buildings thereon are subject to claims by adjoining landowners or otherwise, nor are there any claims by Amalco a Purchaser Entity against any adjoining landowners in respect of any encroachment onto any of the Purchaser Owned Properties. No condemnation, rezoning, dedication or expropriation proceeding is pending or, to the knowledge of Amalco and the Founding ShareholdersPurchaser, threatened against any of the Purchaser Owned Properties or the Acquired Purchaser Structures, and to the knowledge of Amalco and the Founding ShareholdersPurchaser, there is no plan, study, notice of intent or pending by-by- law which, if implemented, would materially and adversely affect the ability of Amalco the Purchaser Entities to carry on the IsoCanMed Business their business in the Ordinary Course.

Owned Property. Except as set out in Section 4.26 (i) Schedule 3.16(a)(i) sets forth a list of all of the IsoCanMed Disclosure Letter real estate owned by any one or more of Sellers and the Ecusta Subsidiaries and material to the continued operations of the Business (such real estate, together with all beneficial, appurtenant easements and other beneficial rights appurtenant thereto and with all fixtures attached thereto or forming a part thereof, is collectively referred to herein as would notthe "Owned Real Estate"), and includes a legal description of each parcel of the Owned Real Estate. Notwithstanding anything to the contrary contained in this Agreement, Sellers and the Ecusta Subsidiaries have good, and marketable fee simple title (without conditions for defeasance) to the Owned Real Estate comprised of such parcels, including the buildings, structures, fixtures and improvements situated thereon or forming a part thereof and have rights to enjoy the beneficial rights appurtenant thereto, and it is insurable as such at customary title rates by the Title Company. Sellers and the Ecusta Subsidiaries have made available to Buyers copies of all (A) title insurance policies and/or 35 42 commitments therefor, (B) land title surveys, (C) documents and instruments creating or governing the aforesaid appurtenances, (D) any leases binding on any Seller or Ecusta Subsidiary, including all amendments, modifications and extensions, and together with all subordination, non-disturbance and/or attornment agreements, to the extent binding on Sellers or the Ecusta Subsidiaries or any brokerage commission agreements related thereto, to the extent binding on Sellers or the Ecusta Subsidiaries, Estoppel Certificates, to the extent binding on Sellers or the Ecusta Subsidiaries and any other documents related thereto, to the extent binding on Sellers or the Ecusta Subsidiaries, and (E) licenses, certificates of occupancy, plans, specifications, reports, appraisals, studies and permit applications, communications and correspondence for applications or approvals, to the extent the foregoing relate to the use, ownership, occupancy or operation of the Owned Real Estate, and to the extent the items described in (A), (B), (C) or (E) are in the possession or control of any of Sellers or any of their Affiliates. No labor or materials have been provided for the improvements of any of the Owned Real Estate which could create or give rise to any valid mechanic's, materialman's warehouseman's or similar valid lien right affecting the Owned Real Estate, except for labor and materials for which full payment has or will be made. All improvements on the Owned Real Estate (including all fixtures and mechanical systems) are in working order, do not encroach upon easements, other real estate, or rights of other parties in interest, and serve only the Owned Real Estate transferred to Buyers, except for items not in working order, encroachments and improvements serving other real estate that individually or in the aggregate, reasonably be expected to have aggregate do not cause a Material Adverse EffectReal Estate Impairment. All utilities, Amalco is the absolute registered and beneficial owner ofincluding without limitation, electricity, gas, water, satellites, microwave, and other communication devises have been adequate to service the continued operations of the Business. Each Owned Real Estate fronts on or otherwise has good direct access for vehicular and marketable title topedestrian ingress, egress and regress to a public street. Each Owned Real Estate parcel constitutes a separate, independent and free standing tax parcel, subdivision parcel and zoning parcel or is comprised of parcels which in the aggregate constitute a separate independent and free standing tax parcel, subdivision parcel and zoning parcel, the legal descriptions of which are the same in all material respects and none of such parcels of Owned Properties Real Estate use or rely upon any other parcel for such qualification as separate, independent and free standing. The representation and warranty contained in the foregoing sentence shall not apply to the Owned Real Estate located in Australia. (ii) The Owned Real Estate is free and clear of all Liens other than Permitted Encumbrances. Amalco is not the owner of, or party to any agreementincluding, option or right to ownwithout limitation, security interests, any real property conditional sale or any other title or interest in any real property used in connection with the IsoCanMed Businessretention agreements or arrangements, other than the Owned Properties. To the knowledge of Amalco and the Founding Shareholdersoptions to purchase, all of the Owned Properties and the buildings, improvements and fixtures (including fences, if any) on the Owned Properties (collectively, the Acquired Structures) were constructed in accordance with all applicable Laws. Amalco has adequate rights of ingress first refusal, liens, encumbrances, mortgages, pledges, assessments, easements, covenants, restrictions, reservations, defects in title, encroachments and egress toother burdens, from and over the Owned Properties leases (except for the operation leases described in Scheduled 3.16 (c)), rights of occupancy binding on Sellers or the IsoCanMed Business in the Ordinary Course. To the knowledge of Amalco Ecusta Subsidiaries, deed restrictions, chattel mortgages and the Founding Shareholderscollateral security arrangements, all Owned Properties and the Acquired Structures are free from structural or material defects (latent or otherwise). None of the Owned Properties nor any Acquired Structures, nor their use, operation or maintenance for the purpose of carrying on the IsoCanMed Business, violate any restrictive covenant applicable thereto. None of the Owned Properties nor any buildings thereon encroach on any property owned by any other Person or infringe on rights of way, easementsbuilding use restrictions, claims of parties in interest under principles of prescriptive or similar Liens in any material respect. None of adverse possession, setbacks, yard or height limits or, except for the following (collectively, "Permitted Fee Title Exceptions"): (A) those matters that do not, and would not, have a Material Real Estate Impairment on the Owned Properties nor any buildings thereon are Real Estate and do not, and would not, cause the Owned Real Estate to be unmarketable, (B) zoning or land use ordinances (subject to claims by adjoining landowners or otherwise, nor are there any claims by Amalco against any adjoining landowners in respect of any encroachment onto any of the Owned Properties. No condemnation, rezoning, dedication or expropriation proceeding is pending or, to the knowledge of Amalco and the Founding Shareholders, threatened against any of the Owned Properties or the Acquired Structures, and to the knowledge of Amalco and the Founding Shareholders, there is no plan, study, notice of intent or pending by-law which, if implemented, would materially and adversely affect the ability of Amalco to carry on the IsoCanMed Business in the Ordinary Course.compliance obligations in

Owned Property. Except as set out in Section 4.26 a. The parcels of property described on Schedule 3.6(a) are the IsoCanMed Disclosure Letter or as would not, individually or in only real estate owned by the aggregate, reasonably be expected to have a Material Adverse Effect, Amalco is the absolute registered and beneficial owner of, and has Acquired Companies (“Company Owned Real Property”). The Acquired Companies own good and marketable fee simple title toto the Company Owned Real Property and to all of the buildings, fixtures and other improvements located on the Company Owned Properties Real Property, free and clear of all Liens other than any Encumbrances except Permitted Encumbrances. Amalco is not the owner of, or party to any agreement, option or right to own, any real property or any interest in any real property used in connection with the IsoCanMed Business, other than the . b. The Company Owned Properties. To the knowledge of Amalco Real Property and the Founding Shareholders, Company Leased Real Property (as defined below) constitute all of the Owned Properties and the buildings, improvements and fixtures (including fences, if any) on the Owned Properties (collectively, real property owned or used by the Acquired Structures) were constructed Companies in accordance the Business (such real property collectively referred to as the “Company Facilities”). Except as set forth on Schedule 3.6(b), with all applicable Laws. Amalco has adequate rights of ingress and egress to, from and over the Owned Properties for the operation respect to each Company Facility: i. Each of the IsoCanMed Company Facilities (1) has access to public roads, such access being sufficient to satisfy the current and reasonably anticipated normal transportation requirements of the Business as presently conducted at such Company Facility, (2) is served by all utilities in such quantity and quality as are sufficient to satisfy the Ordinary Course. To the knowledge of Amalco current normal business activities as conducted at such Company Facility, and the Founding Shareholders, all Owned Properties and (3) is zoned under a zoning classification so as to permit the Acquired Structures are free from structural or material defects Companies to continue its present use; and ii. The Acquired Companies have not received notice of (latent or otherwise). None of the Owned Properties nor 1) any Acquired Structures, nor their use, operation or maintenance for the purpose of carrying on the IsoCanMed Business, violate condemnation proceeding with respect to any restrictive covenant applicable thereto. None of the Owned Properties nor any buildings thereon encroach on any property owned by any other Person or infringe on rights of way, easements, or similar Liens in any material respect. None of the Owned Properties nor any buildings thereon are subject to claims by adjoining landowners or otherwise, nor are there any claims by Amalco against any adjoining landowners in respect portion of any encroachment onto Company Facility or any of the Owned Properties. No condemnation, rezoning, dedication or expropriation proceeding is pending or, to the knowledge of Amalco and the Founding Shareholders, threatened against any of the Owned Properties or the Acquired Structuresaccess thereto, and to the knowledge Knowledge of Amalco the Company, no such proceeding is contemplated by any Governmental Body; or (2) any special assessment which may affect any of the Company Facilities. c. The Acquired Companies own and have good title to (free and clear of any Encumbrances except Permitted Encumbrances) all the Founding Shareholdersproperties and assets (whether personal, there fixtures or mixed and whether tangible or intangible) that they purport to own and which are located at the Company Facilities (other than the Company Owned Real Property, which is no planaddressed in Section 3.6(b) above) or at customer facilities, studyor that are reflected in the books and records of the Acquired Companies, notice including all of intent the properties and assets reflected in the Company Interim Balance Sheet (except for personal property or pending by-law which, if implemented, would materially and adversely affect fixtures sold since the ability date of Amalco to carry on the IsoCanMed Business Company Interim Balance Sheet in the Ordinary CourseCourse of Business), and including all the properties and assets purchased or otherwise acquired by an Acquired Company since the date of the Company Interim Balance Sheet (except for personal property or fixtures acquired and sold since the date of the Company Interim Balance Sheet in the Ordinary Course of Business and consistent with past practice).

Owned Property. Except as set out in Section 4.26 (a) On the date of the IsoCanMed Disclosure Letter or as would notthis Agreement, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Amalco LandCo is the absolute absolute, registered and beneficial owner of, and has good and marketable title to, the Owned Properties (excluding the Haldimand Property) free and clear of all Liens other than Permitted Encumbrances. Amalco Liens and HoopCo is not the absolute, registered and beneficial owner of, and has good and marketable title to the Haldimand Property free and clear of all Liens other than Permitted Liens. Following the Pre-Closing Reorganization, LandCo will be the absolute, registered and beneficial owner of, and will have good and marketable title to the Owned Properties free and clear of all Liens other than Permitted Liens. (b) The Acquired Entities are not now and have never been the owner or party lessee of, or subject to any agreement, option or right to ownown or lease, any real or immovable property or any interest in any real property used in connection with the IsoCanMed Businessor immovable property, other than the Owned Properties. To the knowledge of Amalco Properties and the Founding Shareholders, all Leased Properties. (c) All of the Owned Properties and the buildings, improvements and fixtures (including fences, if any) on the Owned Properties (collectively, the “Owned Structures”) are adequate and suitable for the purpose for which they are presently being used by the Acquired Structures) Entities. To the Sellers’ knowledge, all of the Owned Structures were constructed in accordance with all applicable Laws. Amalco has The Acquired Entities have adequate rights of ingress and egress to, from and over the Owned Properties for the operation of the IsoCanMed Business in the Ordinary CourseBusiness. To the knowledge of Amalco and the Founding ShareholdersSellers’ knowledge, all the Owned Properties and the Acquired Owned Structures are free from structural or material defects (latent or otherwise). None ) and, except as set out and described in Section 4.24(c) of the Sellers’ Disclosure Letter, none of the Owned Properties nor any Acquired Owned Structures are currently under construction or renovation or under any commitments in respect thereof and there are no pending or anticipated capital repairs or replacements in respect of any of the Owned Properties or Owned Structures. (d) To the Sellers’ knowledge: (i) none of the Owned Properties nor any of the Owned Structures, nor their use, operation or maintenance for the purpose of carrying on the IsoCanMed Business, violate any restrictive covenant or applicable thereto. None Laws; (ii) none of the Owned Properties nor any buildings thereon of the Owned Structures encroach on any property owned by any other Person or infringe on rights of way, easements, easements or similar Liens in any material respect. None Liens; and (iii) none of the Owned Properties nor any buildings thereon Owned Structures are subject to claims of encroachment by adjoining landowners or otherwiseland owners, nor are there any claims by Amalco any Acquired Entity against any adjoining landowners land owners in respect of any encroachment onto on any of the Owned Properties. No . (e) Except as set out in Section 4.24(e) of the Sellers’ Disclosure Letter, none of the Acquired Entities has received any notice of pending condemnation, rezoning, dedication or expropriation proceeding is pending orproceeding, and to the knowledge of Amalco and the Founding ShareholdersSellers, none is threatened against any of the Owned Properties or the Owned Structures. (f) None of the Acquired StructuresEntities has received any notice of any outstanding work orders from any municipality, police department, fire department, sanitation department, health or safety department or any other Governmental Authority and, except as set out and to described in Section 4.24(f) of the knowledge of Amalco and the Founding ShareholdersSellers’ Disclosure Letter, there is are no plan, study, notice matters under discussion with or by the Acquired Entities relating to work orders on or in respect of intent the Owned Properties or pending by-law which, if implemented, would materially and adversely affect the ability of Amalco to carry on the IsoCanMed Business in the Ordinary CourseOwned Structures.

Owned Property. Except as set out in Section 4.26 1.28 of the IsoCanMed Company Disclosure Letter or as would notLetter, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Amalco is Company Entities are the absolute registered and beneficial owner of, and has have good and marketable title to, the Owned Properties Property free and clear of all Liens other than Permitted Encumbrances. Amalco is The Company Entities are not the owner of, or party to any agreement, option or right to own, any real property or any interest in any real property used in connection with the IsoCanMed BusinessCompany Entities’ business, other than the Owned PropertiesProperty. To the knowledge of Amalco and the Founding Shareholders, all Knowledge of the Company, the Owned Properties Property and the buildings, improvements and fixtures (including fences, if any) on the Owned Properties Property (collectively, the Acquired “Structures”) were constructed in accordance with all applicable Laws. Amalco has The Company Entities have adequate rights of ingress and egress to, from and over the Owned Properties Property for the operation of the IsoCanMed Business Company Entities’ businesses in the Ordinary CourseCourse of Business. To the knowledge Knowledge of Amalco the Company, the Owned Property and the Founding Shareholders, all Owned Properties and the Acquired Structures thereupon are free from structural or material defects (latent or otherwise). None of Neither the Owned Properties Property nor any Acquired Structures, nor their use, operation or maintenance for the purpose of carrying on the IsoCanMed BusinessCompany Entities’ business, violate any restrictive covenant applicable thereto. None of Neither the Owned Properties Property nor any buildings thereon encroach on any property owned by any other Person or infringe on rights of way, easements, or similar Liens in any material respect. None of Neither the Owned Properties Property nor any buildings thereon are subject to claims by adjoining landowners or otherwise, nor are there any claims by Amalco a Company Entity against any adjoining landowners in respect of any encroachment onto any of the Owned PropertiesProperty. No condemnation, rezoning, dedication or expropriation proceeding is pending or, to the knowledge Knowledge of Amalco and the Founding ShareholdersCompany, threatened against any of the Owned Properties Property or the Acquired Structures, and to the knowledge Knowledge of Amalco and the Founding ShareholdersCompany, there is no plan, study, notice of intent or pending by-law which, if implemented, would materially and adversely affect the ability of Amalco the Company Entities to carry on the IsoCanMed Business their business in the Ordinary CourseCourse of Business.