Common use of Owned Real Estate Clause in Contracts

Owned Real Estate. Section 4.20(a)(i) of the Company Disclosure Letter contains a complete and accurate list of all of the real estate owned in fee by a Mobile Company with respect to the business of a Mobile Company (collectively, “Owned Real Estate”), including the name of the current owner of each such Owned Real Estate. The Owned Real Estate, together with the Leased Real Property, comprises all of the material real property used in the conduct of the business of the Mobile Companies as currently conducted. To the knowledge of the Company, each Mobile Company has good, marketable, and fee simple title to the respective Owned Real Estate of which it is the owner, free and clear of all Liens, except for Permitted Liens and any Liens arising from the Indebtedness secured by such Owned Real Estate. Except as set forth on Section 4.20(a)(ii) of the Company Disclosure Letter, there are no outstanding options or rights of first refusal to sell any Owned Real Estate or any portion thereof or any interest therein, nor any other contractual right to sell, dispose or lease any of the Owned Real Estate or any portion thereof or any interest therein. The Owned Real Estate is leased or subleased for the operation of the business of a Mobile Company to applicable third parties (each such lease or sublease, a “Owned Real Property Lease”). Other than the applicable Mobile Company and the tenants under such Owned Real Property Leases, no Person is in possession of, or has the right to use or occupy, any of the Owned Real Estate. The Company has provided to the Acquiror a true and complete copy of each of the Owned Real Property Leases. The Owned Real Property Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect. To the knowledge of the Company, no event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a material default on the part of a Mobile Company or any other party under any of the Owned Real Property Leases, and no Mobile Company has received notice of any such condition. Except as set forth in Section 4.20(a)(iii) of the Company Disclosure Letter: (i) neither any Mobile Company nor the Company have received written notice from any Governmental Authority or other Person that the use and occupancy of any of the Owned Real Estate, as currently used and occupied, and the conduct of the business thereon, as currently conducted, violate in any material respect any deed restrictions, building codes, or zoning, subdivision or other land use or similar Laws; (ii) there is no pending or, to the Company’s knowledge, written threat of any proceeding, claim, dispute, administrative action or judicial proceeding of any type relating to the Owned Real Estate or other matters materially and adversely affecting the current use or occupancy of the Owned Real Estate; (iii) neither any Mobile Company nor the Company have received written notice of any pending condemnation proceedings with respect to any portion of any Owned Real Estate and, to the Company’s knowledge, no such proceedings are threatened; and (iv) neither any Mobile Company nor the Company have received written notice of any actual, pending or, to the Company’s knowledge, threatened changes in the present zoning of any Owned Real Estate (or any part thereof).

Owned Real Estate. Section 4.20(a)(i) 3.6 of the Company Disclosure Letter contains Schedule sets forth a true and correct and complete and accurate list of all parcels of the real estate owned in fee by a Mobile Company with respect the Acquired Companies (the "Real Property"). Sellers have delivered or made available to the business of a Mobile Company (collectively, “Owned Real Estate”), including the name Buyer copies of the current owner deeds and other instruments (as recorded) by which the Acquired Companies acquired such Real Property and interests, and copies of each all title insurance policies, opinions, abstracts and surveys in the possession of the Acquired Companies or the Selling Shareholders and relating to such Owned Real Estateproperty or interests. The Owned Real Estate, together with the Leased Real Property, comprises Each Acquired Company has good and marketable title to all of the material real property used Real Property owned by it and owns the Real Property in the conduct of the business of the Mobile Companies as currently conducted. To the knowledge of the Company, each Mobile Company has good, marketable, and fee simple title to the respective Owned Real Estate of which it is the ownerabsolute, free and clear of all Liensany assessment, except for Permitted Liens claim, lease, charge, mortgage, security interest, conditional sale agreement or other title retention agreement, restriction (including any zoning use or building restriction) easement or lien or Encumbrance of any kind or nature whatsoever and free and clear of any Liens arising from pending proposed or threatened zoning or use or building change or condemnation proceeding. All permits and authorizations required by any Governmental Body with respect to the Indebtedness secured by such Owned Real Estate. Except as set forth on Section 4.20(a)(ii) of the Company Disclosure Letteruse, there are no outstanding options occupancy or rights of first refusal to sell any Owned Real Estate or any portion thereof or any interest therein, nor any other contractual right to sell, dispose or lease any of the Owned Real Estate or any portion thereof or any interest therein. The Owned Real Estate is leased or subleased for the operation of the business of a Mobile Company to applicable third parties (each such lease or sublease, a “Owned Real Property Lease”). Other than and of all real estate leased by the applicable Mobile Company and the tenants under such Owned Real Property Leases, no Person is in possession of, or has the right to use or occupy, any of the Owned Real Estate. The Company has provided to the Acquiror a true and complete copy of each of the Owned Real Property Leases. The Owned Real Property Leases are valid, binding and enforceable in accordance with their terms Acquired Companies have been obtained and are in full force and effect. To , and all the knowledge buildings and improvements erected thereon and the present use of the Company, no event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence Real Property and of any other event) would constitute a material default on the part of a Mobile Company such leased real estate is in compliance in all respects with all applicable zoning, development, fire, health and building Legal Requirement. There are no service, management, employment, collective bargaining or pension agreements, or any other party under agreements which in any way affect any of the Owned Real Property Leasesor any real estate leased by the Acquired Companies or the use, occupancy, ownership or operation thereof, and no Mobile Company has received notice there exist neither contracts nor agreements which contain covenants relating to compensation or occupation or possession of any such conditionReal Property or leased real estate. Except as set forth in Section 4.20(a)(iii) of the Company Disclosure Letter: (i) neither No parties have rights or options to occupy, lease or purchase any Mobile Company nor the Company have received written notice from any Governmental Authority or other Person that the use and occupancy of any of the Owned Real Estate, as currently used and occupied, and the conduct of the business thereon, as currently conducted, violate in any material respect any deed restrictions, building codes, or zoning, subdivision or other land use or similar Laws; (ii) there such property. There is no claim or proceeding pending or, to the Company’s Knowledge of the Acquired Companies or the Sellers, Threatened by any Person or Governmental Body which would affect the use, occupancy for value of any other Real Property or the real estate leased by the Acquired Companies. The Acquired Companies and the Sellers have no knowledge, written threat nor has either received notice, of any proceeding, claim, dispute, administrative action or judicial proceeding violation of any type relating to the Owned Real Estate federal, state, foreign or other matters materially and adversely affecting the current use or occupancy of the Owned Real Estate; (iii) neither any Mobile Company nor the Company have received written notice local Legal Requirement in respect of any pending condemnation proceedings with respect to any portion of any Owned Real Estate and, to the Company’s knowledge, no such proceedings are threatened; and (iv) neither any Mobile Company nor the Company have received written notice of any actual, pending or, to the Company’s knowledge, threatened changes in the present zoning of any Owned Real Estate (or any part thereof)property.

Owned Real Estate. The Company or one of its Subsidiaries has good and marketable fee simple title to each parcel of Owned Real Estate, free and clear of all Liens other than the Permitted Liens. Section 4.20(a)(i4.11(a) of the Company Disclosure Letter contains a complete and accurate list of all the street address of each parcel of Owned Real Estate and, except as disclosed on Section 4.11(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries owns any other real estate owned property in fee by simple. Section 4.11(a) of the Company Disclosure Letter contains a Mobile Company with respect complete and accurate list of the most recent title insurance policies issued to the business Company or any of a Mobile Company (collectively, “Owned Real Estate”), including its Subsidiaries relating to the name of the current owner of each such Owned Real Estate. The Owned Real Estate, together with the Leased Real Property, comprises all of the material real property used in the conduct of the business of the Mobile Companies as currently conducted. To the knowledge of the Company’s Knowledge, each Mobile Company has good, marketable, and fee simple title to the respective Owned Real Estate of which it is the owner, free and clear of all Liens, except for Permitted Liens and there are no tax abatements or exemptions specifically affecting any Liens arising from the Indebtedness secured by such Owned Real Estate. Except as set forth on Section 4.20(a)(ii4.11(a) of the Company Disclosure Letter, there are no outstanding options the Company or rights one of first refusal to sell any Owned Real Estate or any portion thereof or any interest therein, nor any other contractual right to sell, dispose or lease any of the Owned Real Estate or any portion thereof or any interest therein. The Owned Real Estate is leased or subleased for the operation of the business of a Mobile Company to applicable third parties (each such lease or sublease, a “Owned Real Property Lease”). Other than the applicable Mobile Company and the tenants under such Owned Real Property Leases, no Person its Subsidiaries is in possession ofof each parcel of Owned Real Estate, and neither the Company nor any of its Subsidiaries currently leases to any third party or has the right allows any third party to use occupy all or occupy, any part of the Owned Real Estate. The Company has provided or made available to Parent true, complete and correct copies of the most recent tax bills for each parcel of Owned Real Estate. No Owned Real Estate is comprised of or includes a tax lot that also encompasses property that is not wholly a part of such Owned Real Estate. There is no condemnation, eminent domain or similar Legal Action affecting any Owned Real Estate or any portion thereof overtly pending, or to the Acquiror a true and complete copy of each of the Owned Real Property Leases. The Owned Real Property Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect. To the knowledge Knowledge of the Company, no event has occurred which (whether with or without notice, lapse of time or both or threatened in writing against the happening or occurrence of any other event) would constitute a material default on the part of a Mobile Company or any other party under any of the Owned Real Property Leases, and no Mobile its Subsidiaries. The Company has not received notice of any such condition. Except as set forth in Section 4.20(a)(iii) of the Company Disclosure Letter: (i) neither any Mobile Company nor the Company have received written notice from any Governmental Authority or other Person that the use and occupancy of any of the Owned Real Estate, as currently used and occupied, and the conduct of the business thereon, as currently conducted, violate in any material respect any deed restrictions, building codes, or zoning, subdivision or other land use or similar Laws; (ii) there is no pending or, to the Company’s knowledge, written threat of any proceeding, claim, dispute, administrative action or judicial proceeding of any type relating to the Owned Real Estate or other matters materially and adversely affecting the current use or occupancy of the Owned Real Estate; (iii) neither any Mobile Company nor the Company have received written notice of any pending condemnation proceedings with respect action, claim or proceeding that is reasonably likely to result in the termination of the existing access to any portion parcel of any Owned Real Estate and, to the Company’s knowledge, no such proceedings are threatened; and (iv) neither any Mobile Company nor the Company have received written notice of any actual, pending or, to the Company’s knowledge, threatened changes in the present zoning of any Owned Real Estate (or any part thereof)Estate.

Owned Real Estate. The Company or one of its Subsidiaries has good and marketable fee simple title to each parcel of Owned Real Estate, free and clear of all Liens other than the Permitted Liens. Section 4.20(a)(i4.11(a) of the Company Disclosure Letter contains a complete and accurate list of all the street address of each parcel of Owned Real Estate and, except as disclosed on Section 4.11(a) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries owns any other real estate owned property in fee by simple. Section 4.11(a) of the Company Disclosure Letter contains a Mobile Company with respect complete and accurate list of the most recent title insurance policies issued to the business Company or any of a Mobile Company (collectively, “Owned Real Estate”), including its Subsidiaries relating to the name of the current owner of each such Owned Real Estate. The Owned Real Estate, together with the Leased Real Property, comprises all of the material real property used in the conduct of the business of the Mobile Companies as currently conducted. To the knowledge of the Company's Knowledge, each Mobile Company has good, marketable, and fee simple title to the respective Owned Real Estate of which it is the owner, free and clear of all Liens, except for Permitted Liens and there are no tax abatements or exemptions specifically affecting any Liens arising from the Indebtedness secured by such Owned Real Estate. Except as set forth on Section 4.20(a)(ii4.11(a) of the Company Disclosure Letter, there are no outstanding options the Company or rights one of first refusal to sell any Owned Real Estate or any portion thereof or any interest therein, nor any other contractual right to sell, dispose or lease any of the Owned Real Estate or any portion thereof or any interest therein. The Owned Real Estate is leased or subleased for the operation of the business of a Mobile Company to applicable third parties (each such lease or sublease, a “Owned Real Property Lease”). Other than the applicable Mobile Company and the tenants under such Owned Real Property Leases, no Person its Subsidiaries is in possession ofof each parcel of Owned Real Estate, and neither the Company nor any of its Subsidiaries currently leases to any third party or has the right allows any third party to use occupy all or occupy, any part of the Owned Real Estate. The Company has provided or made available to Parent true, complete and correct copies of the most recent tax bills for each parcel of Owned Real Estate. No Owned Real Estate is comprised of or includes a tax lot that also encompasses property that is not wholly a part of such Owned Real Estate. There is no condemnation, eminent domain or similar Legal Action affecting any Owned Real Estate or any portion thereof overtly pending, or to the Acquiror a true and complete copy of each of the Owned Real Property Leases. The Owned Real Property Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect. To the knowledge Knowledge of the Company, no event has occurred which (whether with or without notice, lapse of time or both or threatened in writing against the happening or occurrence of any other event) would constitute a material default on the part of a Mobile Company or any other party under any of the Owned Real Property Leases, and no Mobile its Subsidiaries. The Company has not received notice of any such condition. Except as set forth in Section 4.20(a)(iii) of the Company Disclosure Letter: (i) neither any Mobile Company nor the Company have received written notice from any Governmental Authority or other Person that the use and occupancy of any of the Owned Real Estate, as currently used and occupied, and the conduct of the business thereon, as currently conducted, violate in any material respect any deed restrictions, building codes, or zoning, subdivision or other land use or similar Laws; (ii) there is no pending or, to the Company’s knowledge, written threat of any proceeding, claim, dispute, administrative action or judicial proceeding of any type relating to the Owned Real Estate or other matters materially and adversely affecting the current use or occupancy of the Owned Real Estate; (iii) neither any Mobile Company nor the Company have received written notice of any pending condemnation proceedings with respect action, claim or proceeding that is reasonably likely to result in the termination of the existing access to any portion parcel of any Owned Real Estate and, to the Company’s knowledge, no such proceedings are threatened; and (iv) neither any Mobile Company nor the Company have received written notice of any actual, pending or, to the Company’s knowledge, threatened changes in the present zoning of any Owned Real Estate (or any part thereof)Estate.