Common use of Property Matters Clause in Contracts

Property Matters. (a) Section 8.18(a) of the 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 Rhino and its Subsidiaries (to the extent relating to the Rhino Institutional Pharmacy Business) (collectively, the “RhinoRx Leases”), including, with respect to each location, a description of (i) the location of the premises (the “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 RhinoRx Leases are valid and in full force and effect. Neither Rhino nor any of its Subsidiaries nor, to the knowledge of Rhino, any other party to any 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 RhinoRx Lease, (ii) received notice of the events in clause (i), or (iii) received notice of termination, cancellation or non-renewal of any such RhinoRx Lease. Rhino has made available to Hippo true and complete copies of all the RhinoRx Leases, all modifications or amendments thereto or waivers thereunder and all subordination and non-disturbance agreements relating thereto. (b) Section 8.18(b) of the Rhino Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property owned by Rhino and its Subsidiaries (to the extent relating to the Rhino Institutional Pharmacy Business) (collectively, the “RhinoRx Owned Properties”). With respect to any RhinoRx Owned Property, Rhino has provided to Hippo true and correct copies of the most recent title insurance policies and surveys with respect thereto. The RhinoRx Owned Properties and the RhinoRx Leased Premises constitute all of the real property used or occupied by Rhino and its Subsidiaries in connection with the Rhino Institutional Pharmacy Business. Each entity listed on Section 8.18(b) of the Rhino Disclosure Schedule as owning a RhinoRx Owned Property has good fee simple title to such RhinoRx Owned Property, subject to no Liens other than Liens listed on Section 8.18(b) of the Rhino Disclosure Schedule, and none of the structures on a Rhino Owned Property encroaches upon real property of another Person, and no structure of any other Person encroaches upon any RhinoRx Owned Property. (c) There does not exist any pending condemnation or eminent domain proceedings that affect any RhinoRx Owned Property, or to the knowledge of Rhino, any such proceedings that affect any RhinoRx Leased Premises, or to the knowledge of Rhino, any threatened condemnation or any eminent domain proceedings that affect any RhinoRx Owned Property or RhinoRx Leased Premises, and neither Rhino nor its Subsidiaries have received any written notice of the intention of any Governmental Authority or other Person to take or use any RhinoRx Owned Property or RhinoRx Leased Premises. (d) Other than the RhinoRx Leases and any superior leases under which RhinoRx Leases that are subleases are created, to the knowledge of Rhino, none of the RhinoRx Owned Property or the RhinoRx Leased Premises are subject to any lease, sublease, license or other agreement granting to any Person other than a RhinoRx Entity any right to the use, occupancy or enjoyment of such RhinoRx Owned Property or RhinoRx Leased Premises or any part thereof.

Property Matters. (a) Section 8.18(a7.18(a) of the Rhino 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 Rhino Hippo and its Subsidiaries (to the extent relating to the Rhino Hippo Institutional Pharmacy Business) (collectively, the “RhinoRx HippoRx Leases”), including, with respect to each location, a description of (i) the location of the premises (the “RhinoRx 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 RhinoRx HippoRx Leases are valid and in full force and effect. Neither Rhino Hippo nor any of its Subsidiaries nor, to the knowledge of RhinoHippo, any other party to any RhinoRx 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 RhinoRx 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 RhinoRx HippoRx Lease. Rhino Hippo has made available to Hippo Rhino true and complete copies of all the RhinoRx HippoRx Leases, all modifications or amendments thereto or waivers thereunder and all subordination and non-disturbance agreements relating thereto. (b) Section 8.18(b7.18(b) of the Rhino Hippo Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property owned by Rhino Hippo and its Subsidiaries (to the extent relating to the Rhino Hippo Institutional Pharmacy Business) (collectively, the “RhinoRx HippoRx Owned Properties”). With respect to any RhinoRx HippoRx Owned Property, Rhino Hippo has provided to Hippo Rhino true and correct copies of the most recent title insurance policies policy and surveys survey, if any, held by the applicable owner with respect thereto. The RhinoRx HippoRx Owned Properties and the RhinoRx HippoRx Leased Premises constitute all of the real property used or occupied by Rhino Hippo and its Subsidiaries in connection with the Rhino Hippo Institutional Pharmacy Business. Each entity listed on Section 8.18(b7.18(b) of the Rhino Hippo Disclosure Schedule as owning a RhinoRx HippoRx Owned Property has good fee simple title to such RhinoRx HippoRx Owned Property, subject to no Liens other than Liens listed on Section 8.18(b7.18(b) of the Rhino Hippo Disclosure Schedule, and none of the structures on a Rhino Hippo Owned Property encroaches upon real property of another Person, and no structure of any other Person encroaches upon any RhinoRx HippoRx Owned Property. (c) There does not exist any pending condemnation or eminent domain proceedings that affect any RhinoRx HippoRx Owned Property, or to the knowledge of RhinoHippo, any such proceedings that affect any RhinoRx HippoRx Leased Premises, or to the knowledge of RhinoHippo, any threatened condemnation or any eminent domain proceedings that affect any RhinoRx HippoRx Owned Property or RhinoRx HippoRx Leased Premises, and neither Rhino Hippo nor its Subsidiaries have received any written notice of the intention of any Governmental Authority or other Person to take or use any RhinoRx HippoRx Owned Property or RhinoRx HippoRx Leased Premises. (d) Other than the RhinoRx HippoRx Leases and any superior leases under which RhinoRx HippoRx Leases that are subleases are created, to the knowledge of RhinoHippo, none of the RhinoRx HippoRx Owned Property or the RhinoRx HippoRx Leased Premises are subject to any lease, sublease, license or other agreement granting to any Person other than a RhinoRx HippoRx Entity any right to the use, occupancy or enjoyment of such RhinoRx HippoRx Owned Property or RhinoRx HippoRx Leased Premises or any part thereof.

Property Matters. (a) Section 8.18(a8.19(a) of the Rhino 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 Rhino Journal and its Subsidiaries (to the extent relating to the Rhino Institutional Pharmacy Business) (collectively, the “RhinoRx Journal Leases”), including, with respect to each location, a description statement of (i) the location of the premises (the “RhinoRx 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 RhinoRx Journal Leases are valid and valid, in full force and effecteffect and free and clear of Liens other than Permitted Liens. Neither Rhino Journal nor any of its Subsidiaries nor, to the knowledge Knowledge of RhinoJournal, any other party to any RhinoRx 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 RhinoRx 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 RhinoRx Journal Lease. Rhino Journal has made available to Hippo Scripps true and complete complete, in all material respects, copies of all the RhinoRx 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 8.18(b8.19(b) of the Rhino Journal Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement hereof of all real property owned by Rhino Journal and its Subsidiaries (to the extent relating to the Rhino Institutional Pharmacy Business) (collectively, the “RhinoRx Journal Owned Properties”). With respect ) and a statement as to any RhinoRx the business (the Journal Newspaper Business or the Journal Broadcast Business) in which each Journal Owned Property, Rhino has provided to Hippo true and correct copies of the most recent title insurance policies and surveys with respect theretoProperty is used. The RhinoRx Journal Owned Properties and the RhinoRx Journal Leased Premises constitute all of the real property used or occupied by Rhino Journal and its Subsidiaries in connection with the Rhino Institutional Pharmacy BusinessSubsidiaries. Each entity listed on Section 8.18(b8.19(b) of the Rhino Journal Disclosure Schedule as owning a RhinoRx Journal Owned Property has good and marketable fee simple title to such RhinoRx Journal Owned Property, subject to no Liens other than Liens listed on Section 8.18(b) of the Rhino Disclosure Schedule, and none of the structures on a Rhino Owned Property encroaches upon real property of another Person, and no structure of any other Person encroaches upon any RhinoRx Owned PropertyPermitted Liens. (c) There does not exist any pending condemnation or eminent domain proceedings proceeding that affect affects any RhinoRx Journal Owned Property, or to the knowledge Knowledge of RhinoJournal, any such proceedings proceeding that affect affects any RhinoRx Journal Leased Premises, or to the knowledge Knowledge of RhinoJournal, any threatened condemnation or any eminent domain proceedings proceeding that affect affects any RhinoRx Journal Owned Property or RhinoRx Journal Leased Premises, and neither Rhino 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 RhinoRx Journal Owned Property or RhinoRx Journal Leased Premises. No material buildings in connection with the Journal Owned Property are located in a flood plain. (d) Other than the RhinoRx Leases and Journal Leases, any superior leases under which RhinoRx Journal Leases that are subleases are created, to the knowledge of Rhinocreated and Permitted Liens, none of the RhinoRx Journal Owned Property or or, to the RhinoRx 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 RhinoRx Entity Journal or its Subsidiaries any right to the use, occupancy or enjoyment of such RhinoRx Journal Owned Property or RhinoRx Journal Leased Premises or any part thereof.

Property Matters. (a) Section 8.18(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 Rhino Disclosure Schedule sets forth a complete execution and accurate list as of the date delivery of this Agreement of all real property leased, subleased or licensed by Rhino and its Subsidiaries (to the extent relating to the Rhino Institutional Pharmacy Business) (collectively, the “RhinoRx Leases”), including, with respect to each location, a description of (i) the location of the premises (the “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 RhinoRx Leases are valid and in full force and effect. Neither Rhino nor any of its Subsidiaries nor, to the knowledge of Rhino, any other party to any 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 RhinoRx Lease, (ii) received notice of the events in clause (i), or which may hereafter be created in accordance with the terms hereof (iii) received notice of termination, cancellation or non-renewal of collectively referred to herein as the "Permitted Encumbrances"); and Lessee shall warrant and defend Lessor's title to the Leased Property against any such RhinoRx Lease. Rhino has made available to Hippo true and complete copies of all the RhinoRx Leases, all modifications or amendments thereto or waivers thereunder and all subordination claims and non-disturbance agreements relating thereto.demands of every kind and nature whatsoever; (b) Section 8.18(b) of There is no Condemnation or similar proceeding pending with respect to or affecting the Rhino Disclosure Schedule sets forth a complete Leased Property, and accurate list as of the date of this Agreement of all real property owned by Rhino and its Subsidiaries (Lessee is not aware, to the extent relating to the Rhino Institutional Pharmacy Business) (collectivelybest of Lessee's knowledge and belief, the “RhinoRx Owned Properties”). With respect to that any RhinoRx Owned Property, Rhino has provided to Hippo true and correct copies of the most recent title insurance policies and surveys with respect thereto. The RhinoRx Owned Properties and the RhinoRx Leased Premises constitute all of the real property used or occupied by Rhino and its Subsidiaries in connection with the Rhino Institutional Pharmacy Business. Each entity listed on Section 8.18(b) of the Rhino Disclosure Schedule as owning a RhinoRx Owned Property has good fee simple title to such RhinoRx Owned Property, subject to no Liens other than Liens listed on Section 8.18(b) of the Rhino Disclosure Schedule, and none of the structures on a Rhino Owned Property encroaches upon real property of another Person, and no structure of any other Person encroaches upon any RhinoRx Owned Property.proceeding is contemplated; (c) There does not exist any pending condemnation or eminent domain proceedings that affect any RhinoRx Owned Property, or to the knowledge of Rhino, any such proceedings that affect any RhinoRx Leased Premises, or to the knowledge of Rhino, any threatened condemnation or any eminent domain proceedings that affect any RhinoRx Owned Property or RhinoRx Leased Premises, and neither Rhino nor its Subsidiaries have received any written notice No part of the intention of Collateral or the Leased Property has been damaged by any Governmental Authority fire or other Person casualty. The Leased Improvements (except the Project prior to take completion of the Project) are in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or use any RhinoRx Owned Property or RhinoRx Leased Premises.design; (d) Other than the RhinoRx Leases and any superior leases under which RhinoRx Leases that are subleases are created, to the knowledge of Rhino, none None of the RhinoRx Owned 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 and personal property currently utilized by Lessee is (or in the case of the Project, will be) included within the definition of the Leased Property or the RhinoRx Collateral; (f) The Leased Premises Property abuts on and 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 subject available to the 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); (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 satisfaction of Lessor to be readily obtainable; and (iv) Lessee has made no structural alterations or improvements to any leaseof the Leased Improvements that changed the foot-print of any of the Leased Improvements, sublease, license or other agreement granting added an additional story to any Person other than a RhinoRx Entity any right to of the useLeased Improvements, occupancy or enjoyment decreased the amount of such RhinoRx Owned parking available on the Leased Property or RhinoRx otherwise involved any alteration which would be regulated by applicable zoning requirements, in each case without the express written consent of Lessor. Except for matters which have been disclosed to Lessor or concerning which Lessor has independent actual knowledge, Lessee has no actual knowledge of any such structural alteration or improvement made to any of the Leased Premises Improvements during the last ten (10) years and has no knowledge of any such structural alteration or renovation made to any of the Leased Improvements or any part thereofsuch decrease in parking during such period.

Property Matters. (a) Section 8.18(a7.19(a) of the Rhino 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 Rhino Scripps and its Subsidiaries (to the extent relating to the Rhino Institutional Pharmacy Business) (collectively, the “RhinoRx Scripps Leases”), including, with respect to each location, a description statement of (i) the location of the premises (the “RhinoRx 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 RhinoRx Scripps Leases are valid and valid, in full force and effecteffect and free and clear of Liens other than Permitted Liens. Neither Rhino Scripps nor any of its Subsidiaries nor, to the knowledge Knowledge of RhinoScripps, any other party to any RhinoRx 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 RhinoRx 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 RhinoRx Scripps Lease. Rhino Scripps has made available to Hippo Journal true and complete complete, in all material respects, copies of all the RhinoRx 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 8.18(b7.19(b) of the Rhino Scripps Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement hereof of all real property owned by Rhino Scripps and its Subsidiaries (to the extent relating to the Rhino Institutional Pharmacy Business) (collectively, the “RhinoRx Scripps Owned Properties”). With respect ) and a statement as to any RhinoRx the business (the Scripps Newspaper Business or the Scripps Broadcast Business) in which each Scripps Owned Property, Rhino has provided to Hippo true and correct copies of the most recent title insurance policies and surveys with respect theretoProperty is used. The RhinoRx Scripps Owned Properties and the RhinoRx Scripps Leased Premises constitute all of the real property used or occupied by Rhino Scripps and its Subsidiaries in connection with the Rhino Institutional Pharmacy BusinessSubsidiaries. Each entity listed on Section 8.18(b7.19(b) of the Rhino Scripps Disclosure Schedule as owning a RhinoRx Scripps Owned Property has good and marketable fee simple title to such RhinoRx Scripps Owned Property, subject to no Liens other than Liens listed on Section 8.18(b) of the Rhino Disclosure Schedule, and none of the structures on a Rhino Owned Property encroaches upon real property of another Person, and no structure of any other Person encroaches upon any RhinoRx Owned PropertyPermitted Liens. (c) There does not exist any pending condemnation or eminent domain proceedings proceeding that affect affects any RhinoRx Scripps Owned Property, or to the knowledge Knowledge of RhinoScripps, any such proceedings proceeding that affect affects any RhinoRx Scripps Leased Premises, or to the knowledge Knowledge of RhinoScripps, any threatened condemnation or any eminent domain proceedings proceeding that affect affects any RhinoRx Scripps Owned Property or RhinoRx Scripps Leased Premises, and neither Rhino 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 RhinoRx Scripps Owned Property or RhinoRx Scripps Leased Premises. No material buildings in connection with the Scripps Owned Property are located in a flood plain. (d) Other than the RhinoRx Leases and Scripps Leases, any superior leases under which RhinoRx Scripps Leases that are subleases are created, to the knowledge of Rhinocreated and Permitted Liens, none of the RhinoRx Scripps Owned Property or or, to the RhinoRx 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 RhinoRx Entity Scripps or its Subsidiaries any right to the use, occupancy or enjoyment of such RhinoRx Scripps Owned Property or RhinoRx Scripps Leased Premises or any part thereof.

Property Matters. (ai) Section 8.18(aSeller has received no notice of any, and to the best of Seller's knowledge there are no, suits, arbitrations, claims, proceedings (including condemnation proceedings), governmental actions, or investigations pending or threatened against or affecting Seller or the Property; (ii) To the best of Seller's knowledge, there are no prescriptive easements or adverse claims by any person or persons (including but not limited to adjoining property owners) and, except as shown on a survey of the Rhino Disclosure Schedule sets forth Property by Consulting Land Surveyors dated June 10, 1998, no encroachments onto or from the Property; (iii) Seller has received no notice of any, and to the best of Seller's knowledge there is no, alleged existing violation of any material governmental law, regulation, ordinance or code applicable to the Property. (iv) Seller has not sold, conveyed, assigned, leased or otherwise transferred or agreed to sell, convey, assign, lease or transfer, all or any part of the Property except to Buyer. There are no written or oral options agreements or rights of first refusal (to purchase or lease), leases, licenses or other agreements affecting all or any part of the Land and/or the Improvements; (v) Buyer acknowledges Seller has advised Buyer that (A) Buyer occupies the first floor of the Improvements subject to a complete City of Scottsdale (the "City") inspector's inspection notice and accurate list approval of temporary occupancy, (B) the second floor is subject to inspection by the City, (c) provided authorized representatives from Buyer and Seller (and Seller agrees it will make available its authorized representative upon request by Buyer) meet with the City Development Services Department promptly after the Closing, the City will issue the necessary new documentation to Buyer for temporary occupancy of the first floor, (D) the second floor of the Improvements are not subject to occupancy until certain "tenant improvements" have been completed, and (E) additionally, the ceiling and interior walls of approximately 3,000 to 4,000 square feet of space on the first floor have not been completely finished. However, Seller warrants and represents that, to the best of its knowledge, the first floor Improvements, plumbing, HVAC system and equipment, the electrical system and equipment pertaining thereto, and all other utilities in and leading to the Improvements on the first floor are in good and operable working order and condition and that the bearing walls and roof of the Improvements are structurally sound and in good condition. (vi) The Contracts listed in Exhibit B hereto constitute all existing Contracts in effect (other than those included in the sale of assets by Xxxxxx'x to Buyer) which in any way pertain to or affect all or any part of the Property as of the date of this Agreement Agreement; (vii) Seller has received no notice from its insurers of all real property leasedany alleged existing defects or inadequacies in the Improvements which have materially affected the insurability of same or caused the imposition of extraordinary premiums therefor; (viii) To the best of Seller's knowledge, subleased or licensed by Rhino and its Subsidiaries (to the extent relating to the Rhino Institutional Pharmacy Business) (collectively, the “RhinoRx Leases”), including, with respect to each location, a description of (i) the location no portion of the premises (the “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 RhinoRx Leases are valid and Property is located in full force and effect. Neither Rhino nor any of its Subsidiaries nor, to the knowledge of Rhino, any other party to any 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 RhinoRx Lease, (ii) received notice of the events in clause (i), or (iii) received notice of termination, cancellation or non-renewal of any such RhinoRx Lease. Rhino has made available to Hippo true and complete copies of all the RhinoRx Leases, all modifications or amendments thereto or waivers thereunder and all subordination and non-disturbance agreements relating thereto. (b) Section 8.18(b) of the Rhino Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property owned by Rhino and its Subsidiaries (to the extent relating to the Rhino Institutional Pharmacy Business) (collectively, the “RhinoRx Owned Properties”). With respect to any RhinoRx Owned Property, Rhino has provided to Hippo true and correct copies of the most recent title insurance policies and surveys with respect thereto. The RhinoRx Owned Properties and the RhinoRx Leased Premises constitute all of the real property used or occupied by Rhino and its Subsidiaries in connection with the Rhino Institutional Pharmacy Business. Each entity listed on Section 8.18(b) of the Rhino Disclosure Schedule as owning a RhinoRx Owned Property has good fee simple title to such RhinoRx Owned Property, subject to no Liens other than Liens listed on Section 8.18(b) of the Rhino Disclosure Schedule, and none of the structures on a Rhino Owned Property encroaches upon real property of another Person, and no structure of any other Person encroaches upon any RhinoRx Owned Property. (c) There does not exist any pending condemnation or eminent domain proceedings that affect any RhinoRx Owned Property, or to the knowledge of Rhino, any such proceedings that affect any RhinoRx Leased Premises, or to the knowledge of Rhino, any threatened condemnation or any eminent domain proceedings that affect any RhinoRx Owned Property or RhinoRx Leased Premises, and neither Rhino nor its Subsidiaries have received any written notice of the intention of any Governmental Authority or other Person to take or use any RhinoRx Owned Property or RhinoRx Leased Premises. (d) Other than the RhinoRx Leases and any superior leases under which RhinoRx Leases that are subleases are created, to the knowledge of Rhino, none of the RhinoRx Owned Property or the RhinoRx Leased Premises are subject to any lease, sublease, license or other agreement granting to any Person other than a RhinoRx Entity any right to the use, occupancy or enjoyment of such RhinoRx Owned Property or RhinoRx Leased Premises or any part thereof.an area having special flood hazards;