Common use of Owned Real Estate Clause in Contracts

Owned Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one of its Subsidiaries has good and marketable fee simple title to the Owned Real Estate, free and clear of any Liens other than the Permitted Liens. Section 4.12(a) of the Company Disclosure Letter contains a true and complete list, as of the date hereof, of the addresses and descriptions of the Owned Real Estate. Except as set forth in Section 4.12(a) of the Company Disclosure Letter, as of the date hereof, (i) neither the Company nor any of its Subsidiaries currently lease all or any part or otherwise grant to any Person the right to use or occupy the Owned Real Estate or any portion thereof; (ii) neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Owned Real Estate; and (iii) other than the rights of Parent pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Estate or any portion thereof or interest therein. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein.

Owned Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the The Company or one or more of its Subsidiaries has good and marketable fee simple title to the Owned Real Estate, Estate free and clear of any Liens other than the Permitted Liens. Section 4.12(a3.13(a) of the Company Disclosure Letter contains a true and complete list, list by address and legal description of the Owned Real Estate as of the date hereof, of the addresses and descriptions of the Owned Real Estate. Except as set forth in Section 4.12(a) of the Company Disclosure Letter, as of the date hereof, (i) neither Neither the Company nor any of its Subsidiaries currently Subsidiaries: (i) lease all or any part or otherwise grant to any Person the right to use or occupy all or any part of the Owned Real Estate; (ii) other than to Parent, has granted any Person an option, right of first offer, or right of first refusal to purchase such Owned Real Estate or any portion thereofthereof or interest therein; or (iiiii) neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to affecting any of the Owned Real Estate; and (iii) other than the rights of Parent pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Estate or any portion thereof or interest therein. Neither the Company nor any of its Subsidiaries Subsidiary is a party to any agreement or option to purchase any real property or interest therein. The Owned Real Estate is in compliance in all material respects with all applicable Laws pertaining thereto and the operations conducted thereat. Since the Look-Back Date, the Company has not received written notice from any Governmental Authority of any alleged violation or assertion of any violation of any applicable Laws pertaining to the Owned Real Estate and the operations conducted thereat.

Owned Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or one or more of its Subsidiaries has good and marketable fee simple title to the Owned Real Estate, Estate free and clear of any Liens other than the Permitted Liens. Section 4.12(a3.13(a) of the Company Disclosure Letter contains a true and complete listlist (including street addresses), as of the date hereof, of the addresses and descriptions of the all material Owned Real Estate. Except as set forth in Section 4.12(a) of the Company Disclosure Letter, as As of the date hereof, (i) neither the Company nor any of its Subsidiaries (i) currently lease all or any part or otherwise grant to of any Person the right to use or occupy the material Owned Real Estate to other Persons or any portion thereof; (ii) neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any material Owned Real Estate. To the Knowledge of the Company, the current use and occupancy of the Owned Real Estate; Estate and (iii) the operation of the Company’s or any of its Subsidiaries’ business as currently conducted thereon do not violate in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other than the rights of Parent pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase the unrecorded Contract affecting such Owned Real Estate or any portion thereof or interest therein(collectively, the “Encumbrance Documents”). Neither the Company nor any of its Subsidiaries is has received any notice of unresolved violation of any Encumbrance Documents. No adverse claims to title to or an interest in any Owned Real Estate exists or has been threatened in writing, except as would not reasonably be expected to have, individually or in the aggregate, a party to any agreement or option to purchase any real property or interest thereinCompany Material Adverse Effect.