Common use of Property Matters Clause in Contracts

Property Matters. (a) Section 7.18(a) of the Hippo Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by Hippo and its Subsidiaries (to the extent relating to the Hippo Institutional Pharmacy Business) (collectively, the “HippoRx Leases”), including, with respect to each location, a description of (i) the location of the premises (the “HippoRx Leased Premises”), (ii) the landlord, (iii) the date of the lease and (iv) the dates of any extensions, amendments, supplements and other modifications thereof. All HippoRx Leases are valid and in full force and effect. Neither Hippo nor any of its Subsidiaries nor, to the knowledge of Hippo, any other party to any HippoRx Lease has (i) violated any provisions of, or committed or failed to perform any act that, with or without notice, lapse of time or both, would constitute a default under the provisions of any HippoRx Lease, (ii) received notice of any of the events in clause (i) or (iii) received notice of termination, cancellation or non-renewal of any such HippoRx Lease. Hippo has made available to Rhino true and complete copies of all the HippoRx Leases, all modifications or amendments thereto or waivers thereunder and all subordination and non-disturbance agreements relating thereto. (b) Section 7.18(b) of the Hippo Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property owned by Hippo and its Subsidiaries (to the extent relating to the Hippo Institutional Pharmacy Business) (collectively, the “HippoRx Owned Properties”). With respect to any HippoRx Owned Property, Hippo has provided to Rhino true and correct copies of the most recent title insurance policy and survey, if any, held by the applicable owner with respect thereto. The HippoRx Owned Properties and the HippoRx Leased Premises constitute all of the real property used or occupied by Hippo and its Subsidiaries in connection with the Hippo Institutional Pharmacy Business. Each entity listed on Section 7.18(b) of the Hippo Disclosure Schedule as owning a HippoRx Owned Property has good fee simple title to such HippoRx Owned Property, subject to no Liens other than Liens listed on Section 7.18(b) of the Hippo Disclosure Schedule, and none of the structures on a Hippo Owned Property encroaches upon real property of another Person, and no structure of any other Person encroaches upon any HippoRx Owned Property. (c) There does not exist any pending condemnation or eminent domain proceedings that affect any HippoRx Owned Property, or to the knowledge of Hippo, any such proceedings that affect any HippoRx Leased Premises, or to the knowledge of Hippo, any threatened condemnation or any eminent domain proceedings that affect any HippoRx Owned Property or HippoRx Leased Premises, and neither Hippo nor its Subsidiaries have received any written notice of the intention of any Governmental Authority or other Person to take or use any HippoRx Owned Property or HippoRx Leased Premises. (d) Other than the HippoRx Leases and any superior leases under which HippoRx Leases that are subleases are created, to the knowledge of Hippo, none of the HippoRx Owned Property or the HippoRx Leased Premises are subject to any lease, sublease, license or other agreement granting to any Person other than a HippoRx Entity any right to the use, occupancy or enjoyment of such HippoRx Owned Property or HippoRx Leased Premises or any part thereof.

Property Matters. (a) Section 7.18(a8.18(a) of the Hippo Rhino Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by Hippo Rhino and its Subsidiaries (to the extent relating to the Hippo Rhino Institutional Pharmacy Business) (collectively, the “HippoRx RhinoRx Leases”), including, with respect to each location, a description of (i) the location of the premises (the “HippoRx RhinoRx Leased Premises”), (ii) the landlord, (iii) the date of the lease and (iv) the dates of any extensions, amendments, supplements and other modifications thereof. All HippoRx RhinoRx Leases are valid and in full force and effect. Neither Hippo Rhino nor any of its Subsidiaries nor, to the knowledge of HippoRhino, any other party to any HippoRx RhinoRx Lease has (i) violated any provisions of, or committed or failed to perform any act that, with or without notice, lapse of time or both, would constitute a default under the provisions of any HippoRx RhinoRx Lease, (ii) received notice of any of the events in clause (i) ), or (iii) received notice of termination, cancellation or non-renewal of any such HippoRx RhinoRx Lease. Hippo Rhino has made available to Rhino Hippo true and complete copies of all the HippoRx RhinoRx Leases, all modifications or amendments thereto or waivers thereunder and all subordination and non-disturbance agreements relating thereto. (b) Section 7.18(b8.18(b) of the Hippo Rhino Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property owned by Hippo Rhino and its Subsidiaries (to the extent relating to the Hippo Rhino Institutional Pharmacy Business) (collectively, the “HippoRx RhinoRx Owned Properties”). With respect to any HippoRx RhinoRx Owned Property, Hippo Rhino has provided to Rhino Hippo true and correct copies of the most recent title insurance policy policies and survey, if any, held by the applicable owner surveys with respect thereto. The HippoRx RhinoRx Owned Properties and the HippoRx RhinoRx Leased Premises constitute all of the real property used or occupied by Hippo Rhino and its Subsidiaries in connection with the Hippo Rhino Institutional Pharmacy Business. Each entity listed on Section 7.18(b8.18(b) of the Hippo Rhino Disclosure Schedule as owning a HippoRx RhinoRx Owned Property has good fee simple title to such HippoRx RhinoRx Owned Property, subject to no Liens other than Liens listed on Section 7.18(b8.18(b) of the Hippo Rhino Disclosure Schedule, and none of the structures on a Hippo Rhino Owned Property encroaches upon real property of another Person, and no structure of any other Person encroaches upon any HippoRx RhinoRx Owned Property. (c) There does not exist any pending condemnation or eminent domain proceedings that affect any HippoRx RhinoRx Owned Property, or to the knowledge of HippoRhino, any such proceedings that affect any HippoRx RhinoRx Leased Premises, or to the knowledge of HippoRhino, any threatened condemnation or any eminent domain proceedings that affect any HippoRx RhinoRx Owned Property or HippoRx RhinoRx Leased Premises, and neither Hippo Rhino nor its Subsidiaries have received any written notice of the intention of any Governmental Authority or other Person to take or use any HippoRx RhinoRx Owned Property or HippoRx RhinoRx Leased Premises. (d) Other than the HippoRx RhinoRx Leases and any superior leases under which HippoRx RhinoRx Leases that are subleases are created, to the knowledge of HippoRhino, none of the HippoRx RhinoRx Owned Property or the HippoRx RhinoRx Leased Premises are subject to any lease, sublease, license or other agreement granting to any Person other than a HippoRx RhinoRx Entity any right to the use, occupancy or enjoyment of such HippoRx RhinoRx Owned Property or HippoRx RhinoRx Leased Premises or any part thereof.

Property Matters. (a) Section 7.18(a8.19(a) of the Hippo Journal Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement hereof of all material real property leased, subleased or licensed by Hippo Journal and its Subsidiaries (to the extent relating to the Hippo Institutional Pharmacy Business) (collectively, the “HippoRx Journal Leases”), including, with respect to each location, a description statement of (i) the location of the premises (the “HippoRx Journal Leased Premises”), (ii) the landlord, (iii) the date of the lease and Journal Lease, (iv) the dates of any extensions, amendments, supplements and other modifications thereofthereof and (v) the business (Journal Newspaper Business or Journal Broadcast Business) to which each Journal Lease pertains. All HippoRx Journal Leases are valid and valid, in full force and effecteffect and free and clear of Liens other than Permitted Liens. Neither Hippo Journal nor any of its Subsidiaries nor, to the knowledge Knowledge of HippoJournal, any other party to any HippoRx Journal Lease has (i) violated any provisions of, or committed or failed to perform any act that, with or without notice, lapse of time or both, would constitute a default under the provisions of any HippoRx such Journal Lease, (ii) received notice of any of the events in clause (i) above or (iii) received notice of termination, cancellation or non-renewal of any such HippoRx Journal Lease. Hippo Journal has made available to Rhino Scripps true and complete complete, in all material respects, copies of all the HippoRx Journal Leases, all modifications or amendments thereto or thereto, waivers thereunder or guarantees or superior leases in connection therewith and all subordination and non-disturbance agreements relating thereto. (b) Section 7.18(b8.19(b) of the Hippo Journal Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement hereof of all real property owned by Hippo Journal and its Subsidiaries (to the extent relating to the Hippo Institutional Pharmacy Business) (collectively, the “HippoRx Journal Owned Properties”). With respect ) and a statement as to any HippoRx the business (the Journal Newspaper Business or the Journal Broadcast Business) in which each Journal Owned Property, Hippo has provided to Rhino true and correct copies of the most recent title insurance policy and survey, if any, held by the applicable owner with respect theretoProperty is used. The HippoRx Journal Owned Properties and the HippoRx Journal Leased Premises constitute all of the real property used or occupied by Hippo Journal and its Subsidiaries in connection with the Hippo Institutional Pharmacy BusinessSubsidiaries. Each entity listed on Section 7.18(b8.19(b) of the Hippo Journal Disclosure Schedule as owning a HippoRx Journal Owned Property has good and marketable fee simple title to such HippoRx Journal Owned Property, subject to no Liens other than Liens listed on Section 7.18(b) of the Hippo Disclosure Schedule, and none of the structures on a Hippo Owned Property encroaches upon real property of another Person, and no structure of any other Person encroaches upon any HippoRx Owned PropertyPermitted Liens. (c) There does not exist any pending condemnation or eminent domain proceedings proceeding that affect affects any HippoRx Journal Owned Property, or to the knowledge Knowledge of HippoJournal, any such proceedings proceeding that affect affects any HippoRx Journal Leased Premises, or to the knowledge Knowledge of HippoJournal, any threatened condemnation or any eminent domain proceedings proceeding that affect affects any HippoRx Journal Owned Property or HippoRx Journal Leased Premises, and neither Hippo Journal nor any of its Subsidiaries have has received any written notice of the intention of any Governmental Authority or other Person to take or use any HippoRx Journal Owned Property or HippoRx Journal Leased Premises. No material buildings in connection with the Journal Owned Property are located in a flood plain. (d) Other than the HippoRx Leases and Journal Leases, any superior leases under which HippoRx Journal Leases that are subleases are created, to the knowledge of Hippocreated and Permitted Liens, none of the HippoRx Journal Owned Property or or, to the HippoRx Knowledge of Journal, the Journal Leased Premises are subject to any lease, sublease, license or other agreement Contract granting to any Person other than a HippoRx Entity Journal or its Subsidiaries any right to the use, occupancy or enjoyment of such HippoRx Journal Owned Property or HippoRx Journal Leased Premises or any part thereof.

Property Matters. (a) Section 7.18(a) The Leased Property is free and clear of agreements, covenants and Liens, except those agreements, covenants and Liens to which this Lease is expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the Hippo Disclosure Schedule sets forth a complete execution and accurate list delivery of this Lease), or which may hereafter be created in accordance with the terms hereof (collectively referred to herein as the "Permitted Encumbrances"); and Lessee shall warrant and defend Lessor's title to the Leased Property against any and all claims and demands of every kind and nature whatsoever; (b) There is no Condemnation or similar proceeding pending with respect to or affecting the Leased Property, and Lessee is not aware, to the best of Lessee's knowledge and belief, that any such proceeding is contemplated; (c) No part of the date Collateral or the Leased Property has been damaged by any fire or other casualty. The Leased Improvements (except the Project prior to completion of this Agreement the Project) are in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or design; (d) None of the Permitted Encumbrances has or is likely to have a material adverse impact upon, nor interfere with or impede, in any material respect, the operation of the Leased Property in accordance with the Primary Intended Use; (e) All buildings, facilities and other improvements necessary, both legally and practically, for the proper and efficient operation of the Facility are (or in the case of the Project, will be) located upon the Leased Property and all real property leasedand personal property currently utilized by Lessee is (or in the case of the Project, subleased will be) included within the definition of the Leased Property or licensed by Hippo the Collateral; (f) The Leased Property abuts on and its Subsidiaries has direct vehicular access to a public road or access to a public road via permanent, irrevocable, appurtenant easements; (g) The Leased Property constitutes a parcel(s) for real estate tax purposes separate from any real property that does not constitute a portion of the Leased Property and no portion of any real property that does not constitute a portion of the Leased Property is part of the same tax parcel as any part of the Leased Property; (h) All utilities necessary for the use and operation of the Facility are available to the extent relating to lot lines of the Hippo Institutional Pharmacy Business) (collectively, the “HippoRx Leases”), including, with respect to each location, a description of Leased Property: (i) the location of the premises (the “HippoRx Leased Premises”), in sufficient supply and capacity; (ii) through validly created and existing easements of record appurtenant to or encumbering the landlord, Leased Property (which easements shall not impede or restrict the operation of the Facility); (iii) without need for any Permits and/or Contracts to be issued by or entered into with any Governmental Authority, except as already obtained or executed, as the date case may be, or as otherwise shown to the satisfaction of the lease and Lessor to be readily obtainable; and (iv) the dates of any extensions, amendments, supplements and other modifications thereof. All HippoRx Leases are valid and in full force and effect. Neither Hippo nor Lessee has made no structural alterations or improvements to any of its Subsidiaries nor, to the knowledge of Hippo, any other party to any HippoRx Lease has (i) violated any provisions of, or committed or failed to perform any act that, with or without notice, lapse of time or both, would constitute a default under Leased Improvements that changed the provisions of any HippoRx Lease, (ii) received notice foot-print of any of the events Leased Improvements, added an additional story to any of the Leased Improvements, decreased the amount of parking available on the Leased Property or otherwise involved any alteration which would be regulated by applicable zoning requirements, in clause (i) each case without the express written consent of Lessor. Except for matters which have been disclosed to Lessor or (iii) received notice of terminationconcerning which Lessor has independent actual knowledge, cancellation or non-renewal Lessee has no actual knowledge of any such HippoRx Lease. Hippo has structural alteration or improvement made available to Rhino true and complete copies of all the HippoRx Leases, all modifications or amendments thereto or waivers thereunder and all subordination and non-disturbance agreements relating thereto. (b) Section 7.18(b) any of the Hippo Disclosure Schedule sets forth a complete Leased Improvements during the last ten (10) years and accurate list as has no knowledge of any such structural alteration or renovation made to any of the date of this Agreement of all real property owned by Hippo and its Subsidiaries (to the extent relating to the Hippo Institutional Pharmacy Business) (collectively, the “HippoRx Owned Properties”). With respect to any HippoRx Owned Property, Hippo has provided to Rhino true and correct copies of the most recent title insurance policy and survey, if any, held by the applicable owner with respect thereto. The HippoRx Owned Properties and the HippoRx Leased Premises constitute all of the real property used Improvements or occupied by Hippo and its Subsidiaries in connection with the Hippo Institutional Pharmacy Business. Each entity listed on Section 7.18(b) of the Hippo Disclosure Schedule as owning a HippoRx Owned Property has good fee simple title to such HippoRx Owned Property, subject to no Liens other than Liens listed on Section 7.18(b) of the Hippo Disclosure Schedule, and none of the structures on a Hippo Owned Property encroaches upon real property of another Person, and no structure of any other Person encroaches upon any HippoRx Owned Property. (c) There does not exist any pending condemnation or eminent domain proceedings that affect any HippoRx Owned Property, or to the knowledge of Hippo, any such proceedings that affect any HippoRx Leased Premises, or to the knowledge of Hippo, any threatened condemnation or any eminent domain proceedings that affect any HippoRx Owned Property or HippoRx Leased Premises, and neither Hippo nor its Subsidiaries have received any written notice of the intention of any Governmental Authority or other Person to take or use any HippoRx Owned Property or HippoRx Leased Premisesdecrease in parking during such period. (d) Other than the HippoRx Leases and any superior leases under which HippoRx Leases that are subleases are created, to the knowledge of Hippo, none of the HippoRx Owned Property or the HippoRx Leased Premises are subject to any lease, sublease, license or other agreement granting to any Person other than a HippoRx Entity any right to the use, occupancy or enjoyment of such HippoRx Owned Property or HippoRx Leased Premises or any part thereof.

Property Matters. 50 (aA) Section 7.18(a) The Leased Property is free and clear of agreements, covenants and Liens, except those agreements, covenants and Liens to which this Lease is expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to the Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the Hippo Disclosure Schedule sets forth a complete execution and accurate list delivery of this Lease), or which may hereafter be created in accordance with the terms hereof (collectively referred to herein as the "Permitted Encumbrances"); and the Lessee shall warrant and defend the Lessor's title to the Leased Property against any and all claims and demands of every kind and nature whatsoever, subject to the Permitted Exceptions; (B) There is no Condemnation or similar proceeding pending with respect to or affecting the Leased Property, and the Lessee is not aware, to the best of the date Lessee's knowledge and belief, that any such proceeding is contemplated; (C) No part of this Agreement the Collateral or the Leased Property has been damaged by any fire or other casualty. The Leased Improvements, Fixtures and Tangible Personal Property are in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or design; (D) All buildings, facilities and other improvements necessary, both legally and practically, for the proper and efficient operation of the Facility are located upon the Leased Property and all real property leasedand personal property currently utilized by the Lessee is included within the definition of the Leased Property or the Collateral; (E) The Leased Property abuts on and has direct vehicular access to a public road or access to a public road via permanent, subleased or licensed by Hippo irrevocable, appurtenant easements; (F) The Leased Property constitutes a separate parcel for real estate tax purposes and its Subsidiaries no portion of any real property that does not constitute a portion of the Leased Property is part of the same tax parcel as any part of the Leased Property; (G) All utilities necessary for the use and operation of the Facility are available to the extent relating lot lines of the Leased Property: (I) in sufficient supply and capacity; (II) through validly created and existing easements of record appurtenant to or encumbering the Leased Property (which easements shall not impede or restrict the operation of the Facility); and (III) without need for any Permits and/or Contracts to be issued by or entered into with any Governmental Authority, except as already obtained or executed, as the case may be, or as otherwise shown to the Hippo Institutional Pharmacy Businesssatisfaction of the Lessor to be readily obtainable; and (H) (collectivelyExcept as may be shown on the survey of the Leased Property that has been reviewed and approved by the Lessor, the “HippoRx Leases”), including, with respect Lessee has made no structural alterations or improvements to each location, a description of (i) the location any of the premises (Leased Improvements that changed the “HippoRx Leased Premises”), (ii) the landlord, (iii) the date of the lease and (iv) the dates of any extensions, amendments, supplements and other modifications thereof. All HippoRx Leases are valid and in full force and effect. Neither Hippo nor any of its Subsidiaries nor, to the knowledge of Hippo, any other party to any HippoRx Lease has (i) violated any provisions of, or committed or failed to perform any act that, with or without notice, lapse of time or both, would constitute a default under the provisions of any HippoRx Lease, (ii) received notice foot-print of any of the events in clause (i) or (iii) received notice of terminationLeased Improvements, cancellation or non-renewal of added an additional story to any such HippoRx Lease. Hippo has made available to Rhino true and complete copies of all the HippoRx Leases, all modifications or amendments thereto or waivers thereunder and all subordination and non-disturbance agreements relating thereto. (b) Section 7.18(b) of the Hippo Disclosure Schedule sets forth a complete and accurate list as Leased Improvements, decreased the amount of parking available on the date of this Agreement of all real property owned by Hippo and its Subsidiaries (to the extent relating to the Hippo Institutional Pharmacy Business) (collectively, the “HippoRx Owned Properties”). With respect to any HippoRx Owned Property, Hippo has provided to Rhino true and correct copies of the most recent title insurance policy and survey, if any, held by the applicable owner with respect thereto. The HippoRx Owned Properties and the HippoRx Leased Premises constitute all of the real property used or occupied by Hippo and its Subsidiaries in connection with the Hippo Institutional Pharmacy Business. Each entity listed on Section 7.18(b) of the Hippo Disclosure Schedule as owning a HippoRx Owned Property has good fee simple title to such HippoRx Owned Property, subject to no Liens other than Liens listed on Section 7.18(b) of the Hippo Disclosure Schedule, and none of the structures on a Hippo Owned Property encroaches upon real property of another Person, and no structure of any other Person encroaches upon any HippoRx Owned Property. (c) There does not exist any pending condemnation or eminent domain proceedings that affect any HippoRx Owned Property, or to the knowledge of Hippo, any such proceedings that affect any HippoRx Leased Premises, or to the knowledge of Hippo, any threatened condemnation or any eminent domain proceedings that affect any HippoRx Owned Property or HippoRx Leased Premises, and neither Hippo nor its Subsidiaries have received otherwise involved any written notice of the intention of any Governmental Authority or other Person to take or use any HippoRx Owned Property or HippoRx Leased Premisesalteration which would be regulated by applicable zoning requirements. (d) Other than the HippoRx Leases and any superior leases under which HippoRx Leases that are subleases are created, to the knowledge of Hippo, none of the HippoRx Owned Property or the HippoRx Leased Premises are subject to any lease, sublease, license or other agreement granting to any Person other than a HippoRx Entity any right to the use, occupancy or enjoyment of such HippoRx Owned Property or HippoRx Leased Premises or any part thereof.

Property Matters. (a) Section 7.18(a7.19(a) of the Hippo Scripps Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement hereof of all material real property leased, subleased or licensed by Hippo Scripps and its Subsidiaries (to the extent relating to the Hippo Institutional Pharmacy Business) (collectively, the “HippoRx Scripps Leases”), including, with respect to each location, a description statement of (i) the location of the premises (the “HippoRx Scripps Leased Premises”), (ii) the landlord, (iii) the date of the lease and Scripps Lease, (iv) the dates of any extensions, amendments, supplements and other modifications thereofthereof and (v) the business (Scripps Newspaper Business or Scripps Broadcast Business) to which each Scripps Lease pertains. All HippoRx Scripps Leases are valid and valid, in full force and effecteffect and free and clear of Liens other than Permitted Liens. Neither Hippo Scripps nor any of its Subsidiaries nor, to the knowledge Knowledge of HippoScripps, any other party to any HippoRx Scripps Lease has (i) violated any provisions of, or committed or failed to perform any act that, with or without notice, lapse of time or both, would constitute a default under the provisions of any HippoRx such Scripps Lease, (ii) received notice of any of the events in clause (i) above or (iii) received notice of termination, cancellation or non-renewal of any such HippoRx Scripps Lease. Hippo Scripps has made available to Rhino Journal true and complete complete, in all material respects, copies of all the HippoRx Scripps Leases, all modifications or amendments thereto or thereto, waivers thereunder or guarantees or superior leases in connection therewith and all subordination and non-disturbance agreements relating thereto. (b) Section 7.18(b7.19(b) of the Hippo Scripps Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement hereof of all real property owned by Hippo Scripps and its Subsidiaries (to the extent relating to the Hippo Institutional Pharmacy Business) (collectively, the “HippoRx Scripps Owned Properties”). With respect ) and a statement as to any HippoRx the business (the Scripps Newspaper Business or the Scripps Broadcast Business) in which each Scripps Owned Property, Hippo has provided to Rhino true and correct copies of the most recent title insurance policy and survey, if any, held by the applicable owner with respect theretoProperty is used. The HippoRx Scripps Owned Properties and the HippoRx Scripps Leased Premises constitute all of the real property used or occupied by Hippo Scripps and its Subsidiaries in connection with the Hippo Institutional Pharmacy BusinessSubsidiaries. Each entity listed on Section 7.18(b7.19(b) of the Hippo Scripps Disclosure Schedule as owning a HippoRx Scripps Owned Property has good and marketable fee simple title to such HippoRx Scripps Owned Property, subject to no Liens other than Liens listed on Section 7.18(b) of the Hippo Disclosure Schedule, and none of the structures on a Hippo Owned Property encroaches upon real property of another Person, and no structure of any other Person encroaches upon any HippoRx Owned PropertyPermitted Liens. (c) There does not exist any pending condemnation or eminent domain proceedings proceeding that affect affects any HippoRx Scripps Owned Property, or to the knowledge Knowledge of HippoScripps, any such proceedings proceeding that affect affects any HippoRx Scripps Leased Premises, or to the knowledge Knowledge of HippoScripps, any threatened condemnation or any eminent domain proceedings proceeding that affect affects any HippoRx Scripps Owned Property or HippoRx Scripps Leased Premises, and neither Hippo Scripps nor any of its Subsidiaries have has received any written notice of the intention of any Governmental Authority or other Person to take or use any HippoRx Scripps Owned Property or HippoRx Scripps Leased Premises. No material buildings in connection with the Scripps Owned Property are located in a flood plain. (d) Other than the HippoRx Leases and Scripps Leases, any superior leases under which HippoRx Scripps Leases that are subleases are created, to the knowledge of Hippocreated and Permitted Liens, none of the HippoRx Scripps Owned Property or or, to the HippoRx Knowledge of Scripps, the Scripps Leased Premises are subject to any lease, sublease, license or other agreement Contract granting to any Person other than a HippoRx Entity Scripps or its Subsidiaries any right to the use, occupancy or enjoyment of such HippoRx Scripps Owned Property or HippoRx Scripps Leased Premises or any part thereof.

Property Matters. (aA) Section 7.18(a) The Leased Property is free and clear of agreements, covenants and Liens, except those agreements, covenants and Liens to which this Lease is expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to the Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the Hippo Disclosure Schedule sets forth a complete execution and accurate list delivery of this Lease), or which may hereafter be created in accordance with the terms hereof (collectively referred to herein as the "Permitted Encumbrances"); and the Lessee shall warrant and defend the Lessor's title to the Leased Property against any and all claims and demands of every kind and nature whatsoever, subject to the Permitted Exceptions; (B) There is no Condemnation or similar proceeding pending with respect to or affecting the Leased Property, and the Lessee is not aware, to the best of the date Lessee's knowledge and belief, that any such proceeding is contemplated; (C) No part of this Agreement the Collateral or the Leased Property has been damaged by any fire or other casualty. The Leased Improvements, Fixtures and Tangible Personal Property are in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or design; (D) All buildings, facilities and other improvements necessary, both legally and practically, for the proper and efficient operation of the Facility are located upon the Leased Property and all real property leasedand personal property currently utilized by the Lessee is included within the definition of the Leased Property or the Collateral; (E) The Leased Property abuts on and has direct vehicular access to a public road or access to a public road via permanent, subleased or licensed by Hippo irrevocable, appurtenant easements; (F) The Leased Property constitutes a separate parcel for real estate tax purposes and its Subsidiaries no portion of any real property that does not constitute a portion of the Leased Property is part of the same tax parcel as any part of the Leased Property; (G) All utilities necessary for the use and operation of the Facility are available to the extent relating lot lines of the Leased Property: (I) in sufficient supply and capacity; (II) through validly created and existing easements of record appurtenant to or encumbering the Leased Property (which easements shall not impede or restrict the operation of the Facility); and (III) without need for any Permits and/or Contracts to be issued by or entered into with any Governmental Authority, except as already obtained or executed, as the case may be, or as otherwise shown to the Hippo Institutional Pharmacy Businesssatisfaction of the Lessor to be readily obtainable; and (H) (collectivelySince the initial construction of the Facility, except as may be shown on the survey of the Leased Property that has been reviewed and approved by the Lessor, the “HippoRx Leases”), including, with respect Lessee has made no structural alterations or improvements to each location, a description of (i) the location any of the premises (Leased Improvements that changed the “HippoRx Leased Premises”), (ii) the landlord, (iii) the date of the lease and (iv) the dates of any extensions, amendments, supplements and other modifications thereof. All HippoRx Leases are valid and in full force and effect. Neither Hippo nor any of its Subsidiaries nor, to the knowledge of Hippo, any other party to any HippoRx Lease has (i) violated any provisions of, or committed or failed to perform any act that, with or without notice, lapse of time or both, would constitute a default under the provisions of any HippoRx Lease, (ii) received notice foot-print of any of the events in clause (i) Leased Improvements, added an additional story to any of the Leased Improvements, decreased the amount of parking available on the Leased Property or (iii) received notice of termination, cancellation or non-renewal of otherwise involved any such HippoRx Leasealteration which would be regulated by applicable zoning requirements. Hippo has made available to Rhino true and complete copies of all the HippoRx Leases, all modifications or amendments thereto or waivers thereunder and all subordination and non-disturbance agreements relating theretoTHIRD PARTY PAYOR AGREEMENTS. (bA) Section 7.18(b) The Lessee or the Facility is fully qualified as a provider of services under and participates in all Third Party Payor Programs and referral programs as is necessary for the prudent operation of the Hippo Disclosure Schedule sets forth Facility in the Lessee's good faith exercise of commercially reasonable business judgment. (B) Attached hereto as EXHIBIT D is a complete list of national accounts and accurate list as of the date of this Agreement of all real property owned by Hippo and its Subsidiaries (to the extent relating to the Hippo Institutional Pharmacy Business) (collectivelylocal discount agreements, the “HippoRx Owned Properties”). With respect to any HippoRx Owned Property, Hippo has provided to Rhino true and correct copies of the most recent title insurance policy and survey, if any, held by the applicable owner with respect thereto. The HippoRx Owned Properties and the HippoRx Leased Premises which constitute all of the real property used agreements between the Lessee or occupied by Hippo and its Subsidiaries in connection with the Hippo Institutional Pharmacy Business. Each entity listed Facility, on Section 7.18(b) of the Hippo Disclosure Schedule as owning a HippoRx Owned Property has good fee simple title to such HippoRx Owned Property, subject to no Liens other than Liens listed on Section 7.18(b) of the Hippo Disclosure Scheduleone hand, and none of Third Party Payors on the structures other hand, pursuant to which the Lessee or the Facility agrees to provide services based on a Hippo Owned Property encroaches upon real property of another Person, and no structure of any other Person encroaches upon any HippoRx Owned Propertydiscount factor from the rates regularly charged for services rendered by the Lessee or the Facility. (cC) There does not exist any pending condemnation or eminent domain proceedings that affect any HippoRx Owned Property, or to the knowledge of Hippo, any such proceedings that affect any HippoRx Leased Premises, or to the knowledge of Hippo, any threatened condemnation or any eminent domain proceedings that affect any HippoRx Owned Property or HippoRx Leased Premises, and neither Hippo nor its Subsidiaries have received any written notice No member of the intention of Leasing Group, nor the Facility has any rate appeal currently pending before any Governmental Authority or any administrator of any Third Party Payor Program or any other Person referral source other than such appeals which, if determined adversely to take any member of the Leasing Group or use the Facility would not have a materially adverse effect, either singly or in the aggregate, on the financial condition of any HippoRx Owned Property member of the Leasing Group or HippoRx Leased Premisesthe Facility. (dD) Other than the HippoRx Leases All cost reports and financial reports submitted to any superior leases under which HippoRx Leases that are subleases are created, Third Party Payor with respect to the knowledge of Hippo, none Facility by any member of the HippoRx Owned Property Leasing Group have been materially accurate and complete and have not been misleading in any material respect. As a result of any audits by any Third Party Payor, there are no related recoupment claims made or contests pending or threatened other than such recoupment claims or contests which, if determined adversely to any member of the Leasing Group or the HippoRx Leased Premises are subject to Facility, would not have a materially adverse effect, either singly or in the aggregate, on the financial condition of any leasemember of the Leasing Group or the Facility. As of the date hereof, sublease, license no cost reports for the Facility remain open or other agreement granting to any Person unsettled other than a HippoRx Entity any right to the use, occupancy or enjoyment of such HippoRx Owned Property or HippoRx Leased Premises or any part thereof.those listed on EXHIBIT E.

Property Matters. (aA) Section 7.18(a) The Leased Property is free and clear of agreements, covenants and Liens, except those agreements, covenants and Liens to which this Lease is expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to the Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the Hippo Disclosure Schedule sets forth a complete execution and accurate list delivery of this Lease), or which may hereafter be created in accordance with the terms hereof (collectively referred to herein as the "Permitted Encumbrances"); and the Lessee shall warrant and defend the Lessor's title to the Leased Property against any and all claims and demands of every kind and nature whatsoever, subject to the Permitted Exceptions; (B) There is no Condemnation or similar proceeding pending with respect to or affecting the Leased Property, and the Lessee is not aware, to the best of the date Lessee's knowledge and belief, that any such proceeding is contemplated; (C) No part of this Agreement the Collateral or the Leased Property has been damaged by any fire or other casualty. The Leased Improvements, Fixtures and Tangible Personal Property are [AND, UPON COMPLETION OF THE CONSTRUCTION OF THE RENOVATIONS, WILL BE] in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or design; (D) All buildings, facilities and other improvements necessary, both legally and practically, for the proper and efficient operation of the Facility are [AND, UPON COMPLETION OF THE CONSTRUCTION OF THE RENOVATIONS, WILL BE] located upon the Leased Property and all real property leasedand personal property currently utilized by the Lessee is included within the definition of the Leased Property or the Collateral; (E) The Leased Property abuts on and has direct vehicular access to a public road or access to a public road via permanent, subleased or licensed by Hippo irrevocable, appurtenant easements; (F) The Leased Property constitutes a separate parcel for real estate tax purposes and its Subsidiaries no portion of any real property that does not constitute a portion of the Leased Property is part of the same tax parcel as any part of the Leased Property; (G) All utilities necessary for the use and operation of the Facility are [AND, UPON COMPLETION OF THE CONSTRUCTION OF THE RENOVATIONS, WILL BE] available to the extent relating lot lines of the Leased Property: (I) in sufficient supply and capacity; (II) through validly created and existing easements of record appurtenant to or encumbering the Leased Property (which easements shall not impede or restrict the [CONSTRUCTION OF THE RENOVATIONS OR THE] operation of the Facility); and (III) without need for any Permits and/or Contracts to be issued by or entered into with any Governmental Authority, except as already obtained or executed, as the case may be, or as otherwise shown to the Hippo Institutional Pharmacy Businesssatisfaction of the Lessor to be readily obtainable; and (H) (collectivelyExcept as may be shown on the survey of the Leased Property that has been reviewed and approved by the Lessor, the “HippoRx Leases”), including, with respect Lessee has made no structural alterations or improvements to each location, a description of (i) the location any of the premises (Leased Improvements that changed the “HippoRx Leased Premises”), (ii) the landlord, (iii) the date of the lease and (iv) the dates of any extensions, amendments, supplements and other modifications thereof. All HippoRx Leases are valid and in full force and effect. Neither Hippo nor any of its Subsidiaries nor, to the knowledge of Hippo, any other party to any HippoRx Lease has (i) violated any provisions of, or committed or failed to perform any act that, with or without notice, lapse of time or both, would constitute a default under the provisions of any HippoRx Lease, (ii) received notice foot-print of any of the events in clause (i) or (iii) received notice of terminationLeased Improvements, cancellation or non-renewal of added an additional story to any such HippoRx Lease. Hippo has made available to Rhino true and complete copies of all the HippoRx Leases, all modifications or amendments thereto or waivers thereunder and all subordination and non-disturbance agreements relating thereto. (b) Section 7.18(b) of the Hippo Disclosure Schedule sets forth a complete and accurate list as Leased Improvements, decreased the amount of parking available on the date of this Agreement of all real property owned by Hippo and its Subsidiaries (to the extent relating to the Hippo Institutional Pharmacy Business) (collectively, the “HippoRx Owned Properties”). With respect to any HippoRx Owned Property, Hippo has provided to Rhino true and correct copies of the most recent title insurance policy and survey, if any, held by the applicable owner with respect thereto. The HippoRx Owned Properties and the HippoRx Leased Premises constitute all of the real property used or occupied by Hippo and its Subsidiaries in connection with the Hippo Institutional Pharmacy Business. Each entity listed on Section 7.18(b) of the Hippo Disclosure Schedule as owning a HippoRx Owned Property has good fee simple title to such HippoRx Owned Property, subject to no Liens other than Liens listed on Section 7.18(b) of the Hippo Disclosure Schedule, and none of the structures on a Hippo Owned Property encroaches upon real property of another Person, and no structure of any other Person encroaches upon any HippoRx Owned Property. (c) There does not exist any pending condemnation or eminent domain proceedings that affect any HippoRx Owned Property, or to the knowledge of Hippo, any such proceedings that affect any HippoRx Leased Premises, or to the knowledge of Hippo, any threatened condemnation or any eminent domain proceedings that affect any HippoRx Owned Property or HippoRx Leased Premises, and neither Hippo nor its Subsidiaries have received otherwise involved any written notice of the intention of any Governmental Authority or other Person to take or use any HippoRx Owned Property or HippoRx Leased Premisesalteration which would be regulated by applicable zoning requirements. (d) Other than the HippoRx Leases and any superior leases under which HippoRx Leases that are subleases are created, to the knowledge of Hippo, none of the HippoRx Owned Property or the HippoRx Leased Premises are subject to any lease, sublease, license or other agreement granting to any Person other than a HippoRx Entity any right to the use, occupancy or enjoyment of such HippoRx Owned Property or HippoRx Leased Premises or any part thereof.

Property Matters. (a) Section 7.18(a) The Leased Property is free and clear of agreements, covenants and Liens to which this Lease is expressly subject, except those agreements, covenants and Liens to which this Lease is expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the Hippo Disclosure Schedule sets forth a complete execution and accurate list delivery of this Lease), or which may hereafter be created in accordance with the terms hereof (collectively referred to herein as the "Permitted Encumbrances"); and Lessee shall warrant and defend Lessor's title to the Leased Property against any and all claims and demands of every kind and nature whatsoever; (b) There is no Condemnation or similar proceeding pending with respect to or affecting the Leased Property, and Lessee is not aware, to the best of Lessee's knowledge and belief, that any such proceeding is contemplated; (c) No part of the date Collateral or the Leased Property has been damaged by any fire or other casualty. The Leased Improvements are in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or design; (d) None of this Agreement the Permitted Encumbrances has or is likely to have a material adverse impact upon, nor interfere with or impede, 53 in any material respect, the operation of the Leased Property in accordance with the Primary Intended Use; (e) All buildings, facilities and other improvements necessary, both legally and practically, for the proper and efficient operation of the Facility are located upon the Leased Property and all real property leasedand personal property currently utilized by Lessee is included within the definition of the Leased Property or the Collateral; (f) The Leased Property abuts on and has direct vehicular access to a public road or access to a public road via permanent, subleased or licensed by Hippo irrevocable, appurtenant easements; (g) The Leased Property constitutes a parcel(s) for real estate tax purposes separate from any real property that does not constitute a portion of the Leased Property and its Subsidiaries no portion of any real property that does not constitute a portion of the Leased Property is part of the same tax parcel as any part of the Leased Property; (h) All utilities necessary for the use and operation of the Facility are available to the extent relating to lot lines of the Hippo Institutional Pharmacy Business) (collectively, the “HippoRx Leases”), including, with respect to each location, a description of Leased Property: (i) the location of the premises (the “HippoRx Leased Premises”), in sufficient supply and capacity; (ii) through validly created and existing easements of record appurtenant to or encumbering the landlord, Leased Property (which easements shall not impede or restrict the operation of the Facility); and (iii) without need for any Permits and/or Contracts to be issued by or entered into with any Governmental Authority, except as already obtained or executed, as the date of the lease and (iv) the dates of any extensionscase may be, amendments, supplements and other modifications thereof. All HippoRx Leases are valid and in full force and effect. Neither Hippo nor any of its Subsidiaries nor, or as otherwise shown to the knowledge satisfaction of Hippo, any other party Lessor to any HippoRx Lease has be readily obtainable; and (i) violated Lessee has made no structural alterations or improvements to any provisions of, or committed or failed to perform any act that, with or without notice, lapse of time or both, would constitute a default under the provisions of any HippoRx Lease, (ii) received notice Leased Improvements that changed the foot- print of any of the events Leased Improvements, added an additional story to any of the Leased Improvements, decreased the amount of parking available on the Leased Property or otherwise involved any alteration which would be regulated by applicable zoning requirements, in clause (i) each case without the express written consent of Lessor. Except for matters which have been disclosed to Lessor or (iii) received notice of terminationconcerning which Lessor has independent actual knowledge, cancellation or non-renewal Lessee has no actual knowledge of any such HippoRx Lease. Hippo has structural alteration or improvement made available to Rhino true and complete copies of all the HippoRx Leases, all modifications or amendments thereto or waivers thereunder and all subordination and non-disturbance agreements relating thereto. (b) Section 7.18(b) any of the Hippo Disclosure Schedule sets forth a complete Leased Improvements during the last ten ( 10) years and accurate list as of the date of this Agreement of all real property owned by Hippo and its Subsidiaries (to the extent relating to the Hippo Institutional Pharmacy Business) (collectively, the “HippoRx Owned Properties”). With respect to any HippoRx Owned Property, Hippo has provided to Rhino true and correct copies of the most recent title insurance policy and survey, if any, held by the applicable owner with respect thereto. The HippoRx Owned Properties and the HippoRx Leased Premises constitute all of the real property used or occupied by Hippo and its Subsidiaries in connection with the Hippo Institutional Pharmacy Business. Each entity listed on Section 7.18(b) of the Hippo Disclosure Schedule as owning a HippoRx Owned Property has good fee simple title to such HippoRx Owned Property, subject to no Liens other than Liens listed on Section 7.18(b) of the Hippo Disclosure Schedule, and none of the structures on a Hippo Owned Property encroaches upon real property of another Person, and no structure knowledge of any other Person encroaches upon any HippoRx Owned Property. (c) There does not exist any pending condemnation or eminent domain proceedings that affect any HippoRx Owned Property, or to the knowledge of Hippo, any such proceedings that affect any HippoRx Leased Premises, or to the knowledge of Hippo, any threatened condemnation or any eminent domain proceedings that affect any HippoRx Owned Property or HippoRx Leased Premises, and neither Hippo nor its Subsidiaries have received any written notice of the intention of any Governmental Authority or other Person to take or use any HippoRx Owned Property or HippoRx Leased Premises. (d) Other than the HippoRx Leases and any superior leases under which HippoRx Leases that are subleases are created, to the knowledge of Hippo, none of the HippoRx Owned Property or the HippoRx Leased Premises are subject to any lease, sublease, license or other agreement granting to any Person other than a HippoRx Entity any right to the use, occupancy or enjoyment of such HippoRx Owned Property or HippoRx Leased Premises or any part thereof.structural 54