Common use of Owned Real Estate Clause in Contracts

Owned Real Estate. (a) None of Seller, BGH Holdings or BRH Holdings is the legal or beneficial owner of any real estate. (b) Schedule 4.15 sets forth a list of all of the real estate owned by each of the Companies (such real estate is collectively referred to herein as the "Owned Real Estate"), including the street addresses and legal descriptions for all of the Owned Real Estate. Except as set forth on Schedule 4.15(b), with respect to each parcel of Owned Real Estate, the Company identified on Schedule 4.15 as the Owner thereof has (and will continue to have immediately following consummation of the transactions contemplated hereby) good, valid, marketable, and indefeasible fee simple title to, and, except as set forth on Schedule 4.15 is in actual possession of, such parcel of Owned Real Estate, including the buildings, structures, fixtures and improvements situated thereon and the appurtenances thereto. To the knowledge of Seller, each of the legal descriptions included on Schedule 4.15 is accurate, current and complete. Seller has delivered to Buyer complete copies of current surveys pertaining to each parcel of the Owned Real Estate, and to Seller's knowledge, such surveys are accurate in all material respects, and no changes or improvements have been made to such properties which would be reflected in an updated survey. The Owned Real Estate is free and clear of all Liens, except (i) matters set forth on Schedule 4.15 and referred to as "Exceptions that will not exist at Closing" (the "Exceptions That Will Not Exist At Closing"), (ii) matters set forth on Schedule 4.15 and referred to as "Permitted Exceptions", none of which is material in amount and none of which, individually or in the aggregate, impairs, or grants or evidences rights which if exercised would impair, the use of the affected property in the manner such property is currently being used, or impairs the current operations of any of the Companies (iii) defects of title, conditions, easements, encroachments, covenants or restrictions, if any, none of which is material in amount and none of which, individually or in the aggregate, materially impairs, or grants or evidences rights which if exercised would materially impair, the use of the affected property in the manner such property is currently being used, or impairs the current operations of any of the Companies, and (iv) zoning or land use ordinances, none of which, to Seller's knowledge, individually or in the aggregate, impairs the use of the affected property in the manner such property is currently being used or impairs the current operations of any of the Companies (collectively, "Permitted Exceptions"). To Seller's knowledge, none of Seller, BRH Holdings, BGH Holdings, or the Companies has received written notice of any violation of or non-conformity with any zoning, subdivision, wetlands or other similar law, code, rule, regulation or ordinance from any governmental authority with respect to any of the Owned Real Estate, or of any condemnation action, eminent domain proceeding or other litigation concerning any of the Owned Real Estate. Except as set forth on the Title Commitments or on the surveys delivered to Buyer by Seller as provided in this Section 4.15, to the knowledge of Seller, no portion of any of the improvements erected on the Owned Real Estate encroaches on adjoining property or public streets. To Seller's knowledge none of Seller, BRH Holdings, BGH Holdings, or the Companies has received any written notice of the existence of any such encroachment not disclosed by the Title Commitments or the aforesaid surveys. The water, gas, electricity and other utilities serving each parcel of the Owned Real Estate have been and are currently adequate to service the normal operation of each parcel of the Owned Real Estate, as conducted in the past and as currently conducted. (c) On and as of the Closing Date, all of the Owned Real Estate shall be free and clear of and none of the Owned Real Estate shall be subject to any of the Exceptions That Will Not Exist At Closing.

Owned Real Estate. (a) None of Seller, BGH Holdings or BRH Holdings is the legal or beneficial owner of any real estate. (bi) Schedule 4.15 4.9(b) sets forth a list of all of the real estate owned by each any one or more of the Companies Business Entities and used primarily in the Business (such real estate estate, together with all beneficial, appurtenant easements and other appurtenances thereto and with all buildings, structures and other improvements thereon and all fixtures attached thereto or forming a part thereof, is collectively referred to herein as the "Owned Real Estate"), including and includes the street addresses and legal descriptions for all address of each parcel of the Owned Real Estate. Except as set forth on Schedule 4.15(b)4.9(b) and subject to any lease or other written agreement executed prior to Closing pursuant to Section 8.4, with respect to each parcel of Owned Real Estate, the Company identified on Schedule 4.15 as the Owner thereof Business Entity has (and will continue to have immediately following consummation of the transactions contemplated hereby) good, valid, marketable, marketable and indefeasible fee simple title to, and, except as set forth on Schedule 4.15 and is in actual actual, exclusive possession of, such parcel of its respective Owned Real Estate. The Sellers have made, including or at the buildingsrequest of Buyer will make prior to Closing, structures, fixtures and improvements situated thereon and the appurtenances thereto. To the knowledge of Seller, each of the legal descriptions included on Schedule 4.15 is accurate, current and complete. Seller has delivered available to Buyer true, correct and complete copies of current surveys all (i) legal descriptions, (ii) title reports, title insurance policies and commitments therefor, (iii) surveys, (iv) licenses, certificates of occupancy, plans, specifications and permits, pertaining to each parcel of the Owned Real Estate, and to Seller's knowledge, such surveys Estate that are accurate in all material respects, and no changes the possession or improvements have been made to such properties which would be reflected in an updated survey. control of any of the Business Entities. (ii) The Owned Real Estate is free and clear of all Liens except for Permitted Liens, except (i) matters set forth on Schedule 4.15 and referred to as "Exceptions that will not exist at Closing" (the "Exceptions That Will Not Exist At Closing"), (ii) matters set forth on Schedule 4.15 and referred to as "Permitted Exceptions", none of which is material in amount and none of which, individually or in the aggregate, impairs, or grants or evidences rights which if exercised would impair, the use of the affected property in the manner such property is currently being used, or impairs the current operations of any of the Companies . (iii) defects of title, conditions, easements, encroachments, covenants or restrictions, if any, none of which is material in amount and none of which, individually or in To the aggregate, materially impairs, or grants or evidences rights which if exercised would materially impair, the use of the affected property in the manner such property is currently being used, or impairs the current operations of any of the Companies, and (iv) zoning or land use ordinances, none of which, to Seller's knowledge, individually or in the aggregate, impairs the use of the affected property in the manner such property is currently being used or impairs the current operations of any of the Companies (collectively, "Permitted Exceptions"). To Seller's knowledge, none of Seller, BRH Holdings, BGH Holdings, or the Companies has received written notice of any violation of or non-conformity with any zoning, subdivision, wetlands or other similar law, code, rule, regulation or ordinance from any governmental authority with respect to any of the Owned Real Estate, or of any condemnation action, eminent domain proceeding or other litigation concerning any of the Owned Real Estate. Except as set forth on the Title Commitments or on the surveys delivered to Buyer by Seller as provided in this Section 4.15, to the knowledge of SellerSellers' Knowledge, no portion of any of the improvements erected on Owned Real Estate is subject to a special ad valorem tax valuation or rate that will be lost as a result of the transfer to Buyer pursuant to the provisions hereof. (iv) The Owned Real Estate and the use thereof by the Business Entities in connection with the Business as currently used and consistent with past practice complies, in all material respects, with all covenants, easements and restrictions of record affecting the Owned Real Estate encroaches on adjoining property or public streets. To Seller's knowledge none of Seller, BRH Holdings, BGH Holdings, or the Companies has received any written notice Estate. (v) All construction of the existence facilities and improvements located in Mountaintop, PA have been completed to the reasonable satisfaction of the Business Entities in accordance with the appropriate construction contracts, and there is not currently any such encroachment not disclosed by the Title Commitments or the aforesaid surveys. The water, gas, electricity and other utilities serving each parcel ongoing construction at any of the Owned Real Estate have been other than ordinary course maintenance and are currently adequate repair and to service the normal operation of each parcel of the Owned Real Estate, as conducted in the past and as currently conductedSellers' Knowledge no Business Entity has any claim for any construction defect. (c) On and as of the Closing Date, all of the Owned Real Estate shall be free and clear of and none of the Owned Real Estate shall be subject to any of the Exceptions That Will Not Exist At Closing.

Owned Real Estate. (aSection 6.16(a) None of Seller, BGH Holdings or BRH Holdings is the legal or beneficial owner of any real estate. (b) Schedule 4.15 sets forth a list of all of the Company Disclosure Schedule lists all the real estate property that is owned by each of the Companies Company or its Subsidiaries (such real estate is collectively referred to herein as the "“Owned Real Estate"”), including . The Company or the street addresses Subsidiary set forth in Section 6.16(a) of the Company Disclosure Schedule has good and legal descriptions for marketable fee simple title to all of the Owned Real Estate. Except as set forth on Schedule 4.15(b), with respect to in each parcel of Owned Real Estate, the Company identified on Schedule 4.15 as the Owner thereof has (and will continue to have immediately following consummation of the transactions contemplated hereby) good, valid, marketable, and indefeasible fee simple title to, and, except as set forth on Schedule 4.15 is in actual possession of, such parcel of Owned Real Estate, including the buildings, structures, fixtures and improvements situated thereon and the appurtenances thereto. To the knowledge of Seller, each of the legal descriptions included on Schedule 4.15 is accurate, current and complete. Seller has delivered to Buyer complete copies of current surveys pertaining to each parcel of the Owned Real Estate, and to Seller's knowledge, such surveys are accurate in all material respects, and no changes or improvements have been made to such properties which would be reflected in an updated survey. The Owned Real Estate is case free and clear of all Liens, except other than (i) matters set forth on Schedule 4.15 Liens for current Taxes not yet due and referred to as "Exceptions that will payable, and water, sewer and other assessments not exist at Closing" (the "Exceptions That Will Not Exist At Closing")yet due and payable, (ii) matters set forth on Schedule 4.15 ordinary course inchoate mechanics’ and referred materialmen’s Liens for construction in progress with respect to as "Permitted Exceptions"amounts not yet overdue, none of which is material in amount and none of which, individually or in the aggregate, impairs, or grants or evidences rights which if exercised would impair, the use of the affected property in the manner such property is currently being used, or impairs the current operations of any of the Companies (iii) defects ordinary course workmen’s, repairmen’s, warehousemen’s and carriers’ Liens and (iv) Liens, matters of record, including easements, rights-of-way, covenants, restrictions, conditions, setbacks, encroachments, gaps and gores, and other imperfections of title, conditionsthat are typical for the applicable property type and locality, easements, encroachments, covenants or restrictions, if any, none of which is material in amount and none of which, individually or in the aggregate, materially impairsimpairs the use, value or grants or evidences rights which if exercised would materially impair, the use operations of the affected property in or materially interferes with the manner such property is currently being used, or impairs the current operations of any conduct of the Companies, and (iv) zoning or land use ordinances, none of which, to Seller's knowledge, individually or in the aggregate, impairs the use business of the affected property Company and its Subsidiaries as presently conducted. Copies of title insurance policies obtained by the Company for each parcel of Owned Real Estate have been made available to Buyer. The Owned Real Estate is in the manner such property is currently being used or impairs the current operations of any of the Companies (collectively, "Permitted Exceptions"). To Seller's knowledge, none of Seller, BRH Holdings, BGH Holdings, or the Companies has received written notice of any violation of or non-conformity compliance with any all applicable zoning, subdivision, wetlands or other similar law, code, rule, regulation or ordinance from any governmental authority with respect to any of the Owned Real Estate, or of any condemnation action, eminent domain proceeding or other litigation concerning any of the Owned Real Estate. Except as set forth on the Title Commitments or on the surveys delivered to Buyer by Seller as provided in this Section 4.15, to the knowledge of Seller, no portion of any of the improvements erected on the Owned Real Estate encroaches on adjoining property or public streets. To Seller's knowledge none of Seller, BRH Holdings, BGH Holdings, or the Companies has received any written notice of the existence of any such encroachment not disclosed by the Title Commitments or the aforesaid surveys. The water, gas, electricity health and safety and other utilities serving each parcel land use Laws (collectively, the “Real Property Laws”), and the current use and occupancy of the Owned Real Estate have been and are currently adequate to service the normal operation of each parcel of the Owned Company’s business thereon does not violate in any material respect any Real Estate, as conducted in Property Laws. Neither the past and as currently conducted. (c) On and as of the Closing Date, all of the Owned Real Estate shall be free and clear of and none of the Owned Real Estate shall be subject to Company nor any of the Exceptions That Will Not Exist At Closingits Subsidiaries has received any notice of violation of any Real Property Law.

Owned Real Estate. (a) None of Seller, BGH Holdings or BRH Holdings is the legal or beneficial owner of any real estate. (bi) Schedule 4.15 1.1(b)(i) sets forth a list of all of the real estate owned by each of the Companies or one or more of their Affiliates (collectively, the “Business Entities“) or otherwise owned (beneficially or of record) and used or operated now or previously in the Business (such real estate estate, together with all beneficial, appurtenant easements and other appurtenances thereto and with all buildings, structures and other improvements thereon and all fixtures attached thereto or forming a part thereof, is collectively referred to herein as the "“Owned Real Estate"“), including and includes the street addresses and legal descriptions for all address of each parcel of the Owned Real Estate. Except as set forth on Schedule 4.15(b1.1(b)(i), with respect to each parcel of Owned Real Estate, the Company identified on Schedule 4.15 as the Owner thereof has (and will continue to Sellers have immediately following consummation of the transactions contemplated hereby) good, valid, marketable, marketable and indefeasible fee simple title to, andand are in actual, except as set forth on Schedule 4.15 is in actual exclusive possession of, such parcel of Owned Real Estate, including the buildings, structures, fixtures and improvements situated thereon and the appurtenances thereto. To the knowledge of Seller, each of the legal descriptions included on Schedule 4.15 is accurate, current and complete. Seller has delivered to Buyer complete copies of current surveys pertaining to each parcel of the Owned Real Estate, and to Seller's knowledge, such surveys are accurate in all material respects, and no changes or improvements have been made to such properties which would be reflected in an updated survey. The Owned Real Estate is free Companies have made available to Buyer true, correct and clear complete copies of all Liens, except (i) matters set forth on Schedule 4.15 title reports, title insurance policies and referred to as "Exceptions that will not exist at Closing" (the "Exceptions That Will Not Exist At Closing")commitments therefore, (ii) matters set forth on Schedule 4.15 surveys, (iii) licenses, certificates of occupancy, plans, specifications and referred permits, pertaining to as "Permitted Exceptions", none of which is material in amount and none of which, individually or the Owned Real Estate that are in the aggregate, impairs, possession or grants or evidences rights which if exercised would impair, the use of the affected property in the manner such property is currently being used, or impairs the current operations control of any of the Companies Business Entities. (iiiii) defects No portion of title, conditions, easements, encroachments, covenants or restrictions, if any, none of which is material in amount and none of which, individually or in the aggregate, materially impairs, or grants or evidences rights which if exercised would materially impair, the use of the affected property in the manner such property is currently being used, or impairs the current operations of any of the Companies, and (iv) zoning or land use ordinances, none of which, to Seller's knowledge, individually or in the aggregate, impairs the use of the affected property in the manner such property is currently being used or impairs the current operations of any of the Companies (collectively, "Permitted Exceptions"). To Seller's knowledge, none of Seller, BRH Holdings, BGH Holdings, or the Companies has received written notice of any violation of or non-conformity with any zoning, subdivision, wetlands or other similar law, code, rule, regulation or ordinance from any governmental authority with respect to any of the Owned Real EstateEstate is subject to a special ad valorem Tax valuation or rate that will be lost as a result of the transfer to the Buyers pursuant to the provisions hereof. (iii) The Owned Real Estate and the use thereof by the Business Entities in connection with the Business as currently used and consistent with past practice complies with all covenants, or easements and restrictions of any condemnation action, eminent domain proceeding or other litigation concerning any of record affecting the Owned Real Estate. Except as set forth on . (iv) The Companies have not received any notice for assessments for public improvements against the Title Commitments or on the surveys delivered to Buyer by Seller as provided in this Section 4.15Real Estate which remains unpaid, and, to Sellers’ or the knowledge of SellerUPC Stockholders’ knowledge, no such assessment has been proposed. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of any of the improvements erected on the Owned Real Estate encroaches on adjoining property or public streets. To Seller's knowledge none of Sellerand, BRH Holdings, BGH Holdings, to Sellers’ or the Companies has received any written notice UPC Stockholders’ knowledge, no such proceeding is contemplated. None of the existence Real Estate is located within or abuts a 100-year floodplain or body of any such encroachment not disclosed by the Title Commitments water, tideland, wetland, marshland or the aforesaid surveysother area subject to state, federal or local regulation, control or protection. The water, gas, electricity and other utilities serving each parcel the Real Estate are adequate to service the normal operations of the Real Estate and are not subject to any pending or, to Sellers’ or the UPC Stockholders’ knowledge, threatened suspension, reduction or moratorium. (v) The Companies have obtained all authorizations, Permits and rights of way, including proof of dedication, which are necessary to ensure vehicular and pedestrian ingress and egress to and from the Owned Real Estate. There are no restrictions on entrance to or exit from the Real Estate to adjacent public streets and, to Sellers’ or the UPC Stockholders’ knowledge, no conditions which will result in the termination of the present access from the Real Estate to existing highways and roads adjoining or shared on the Real Estate. (vi) The Companies have not received written notice from any Authority that the assessed value of the Owned Real Estate have has been and are currently adequate determined to service be greater than that upon which county, township or school tax was paid for the normal operation 2004 Tax year applicable to each such tax, or from any insurance carrier any Seller or their Affiliates of each parcel of fire hazards with respect to the Owned Real Estate, as conducted in the past and as currently conducted. (c) On and as of the Closing Date, all of the Owned Real Estate shall be free and clear of and none of the Owned Real Estate shall be subject to any of the Exceptions That Will Not Exist At Closing.