Common use of Property Matters Clause in Contracts

Property Matters. Upon consummation of the Formation Transactions: (1) the Transaction Entities or their Subsidiaries will have fee simple title (or in the case of the Landmark at Eastview property, located in Tarrytown, New York, a leasehold interest) to all of the properties described in the Prospectus as owned or to be owned or leased by them (the "PROPERTIES"), in each case, free and clear of all Liens except such as (i) are set forth in the Title Reports listed on Schedule C hereto (the "TITLE REPORTS"); (ii) are disclosed in the Prospectus; and (iii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (2) except as disclosed in the Prospectus, none of the Transaction Entities, nor any Subsidiary, knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties or any part thereof which could have a Material Adverse Effect; (3) each of the Properties complies with all applicable zoning laws, ordinances, regulations, and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure would not reasonably be expected to result in a Material Adverse Effect; (4) none of the Transaction Entities, nor any Subsidiary or Contribution Entity, has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, and none of the Transaction Entities nor any Subsidiary or predecessor entity knows of any such condemnation or zoning change that is threatened against any of the Properties and that, if consummated, would reasonably be expected to have a Material Adverse Effect; (5) true, correct and complete copies of the leases, exhibits, schedules or other documents that comprise the leases described in the "Business and Properties" section of the Prospectus where (1) the tenant has been specifically identified or (2) information relating to a lease has been summarized even if such tenant has not been specifically identified (the "MAJOR LEASES") have been provided to the Underwriters or their counsel; (6) there are no other material agreements between any Transaction Entity, any Subsidiary, or any entity owning such Property immediately prior to the Formation Transactions on the one hand and a tenant under a Major Lease relating to any of the Properties; (7) except as described in the Prospectus, reflected in the Pro Forma Financial Statements, as disclosed in any tenant estoppel certificates that are listed on Schedule D hereto, or as would not reasonably be expected to result in a Material Adverse Effect: (a) none of the Major Leases has been assigned; (b) no brokerage fees, commissions or any similar payments are owed or payable by the lessor under any of the Major Leases to any third party in connection with the existence or execution thereof, or in connection with any renewal, expansion or extension of any Major Leases which has occurred prior to, or may occur after, a Closing Date, except additional fees payable to brokers in connection with the extension of certain leases described in the Prospectus under the caption "Business and Properties - Acquisition Properties;" (c) all of the Major Leases, and, all guaranties related thereto, if any, are in full force and effect; (d) no rentals or other amounts due under the Major Leases have been paid more than one (1) month in advance; (e) no tenant has asserted in writing any defense or set-off against the payment of rent in connection with the Major Leases nor has any tenant contested any tax, operating cost or other escalation payment or occupancy charge, or any other amounts payable under its Major Leases; (f) all tenants, licensees, franchisees or other parties under the Major Leases are in possession of their respective premises; (g) except for the mortgage loans encumbering the Properties and described in the Prospectus, none of the Major Leases has been assigned, mortgaged, pledged, sublet, hypothecated or otherwise encumbered; (h) no material provision under any Major Lease has been waived; (i) there are no uncured events of default, or events that with the giving of notice or passage of time, or both, would constitute an event of default, by any tenant under any of the terms and provisions of the Major Leases; (j) no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such lease. (8) Water, stormwater, sanitary sewer, electricity and telephone service are all available at the property lines of each Property over duly dedicated streets or perpetual easements of record benefiting the applicable Property, except as would not reasonably be expected to result in a Material Adverse Effect.

Property Matters. Upon consummation of (i) Except as set forth in Schedule 4.1(n), Seller has good and indefeasible title, or a valid leasehold interest in, or otherwise has the Formation Transactions: (1) valid right to use the Transaction Entities or their Subsidiaries will have fee simple title (or real property and personal property included in the case of the Landmark at Eastview property, located in Tarrytown, New York, a leasehold interest) to all of the properties described in the Prospectus as owned or to be owned or leased by them (the "PROPERTIES"), in each caseSubject Assets, free and clear of all Liens except such Liens, other than Permitted Encumbrances. (ii) Exhibit A correctly describes all rights of way and easements included in the Subject Assets, which shall be assigned by Seller to Buyer under special warranty assignments. Except as (i) are set forth in Schedule 4.1(n), (A) the Title Reports listed on Schedule C hereto (rights of way and easements disclosed in Exhibit A constitute all of the "TITLE REPORTS")easements, servitudes, rights of way, leases, licenses, and similar agreements held by Seller relating to real property constituting parts of the Subject Assets; (iiB) are each right of way or easement disclosed in Exhibit A is valid and binding and in full force and effect; (C) Seller is not in breach of or default under, and to Seller’s knowledge, no other party to any such right of way or easement is in breach of or default under, in any material respect, any of the Prospectusprovisions of any such right of way or easement; (D) all rentals and other payments due under such rights of way and easement have been paid; (E) the consummation of the transactions contemplated by this Agreement and the Transaction Agreements and the performance of the provisions hereof or thereof will not constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation under, or give rise to any loss of any benefit under, any such right of way; and (iii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (2F) except as disclosed set forth in Schedule 4.1(n)(ii)(F), such rights of way and easements cover the entire and continuous length of the Hilltop Resort Gathering System as it exists and is used today, and there are no spatial gaps in any of such rights of way or easements and such rights of way and easements grant Seller the right to construct, operate, maintain the Hilltop Resort Gathering System as it exists and is used today in, over, and across the real property covered thereby, and to receive, gather, and redeliver Seller’s gas from lands in the ProspectusAMI (as such term is defined in the Gas Gathering Agreement by and between Seller and Hilltop, none of the Transaction Entities, nor any Subsidiary, knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties or any part thereof which could have a Material Adverse Effect;even date herewith). (3iii) each of the Properties complies with all applicable zoning lawsTo Seller’s knowledge, ordinances, regulations, and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure would not reasonably be expected to result in a Material Adverse Effect; (4) none of the Transaction Entities, nor any Subsidiary or Contribution Entity, has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, and none of the Transaction Entities nor any Subsidiary or predecessor entity knows of any such are no condemnation or zoning change that is similar proceedings pending or threatened against any of the Properties and that, if consummated, would reasonably be expected to have a Material Adverse Effect; (5) true, correct and complete copies of the leases, exhibits, schedules or other documents that comprise the leases described in the "Business and Properties" section of the Prospectus where (1) the tenant has been specifically identified or (2) information relating to a lease has been summarized even if such tenant has not been specifically identified (the "MAJOR LEASES") have been provided to the Underwriters or their counsel; (6) there are no other material agreements between any Transaction Entity, any Subsidiary, or any entity owning such Property immediately prior to the Formation Transactions on the one hand and a tenant under a Major Lease relating to any of the Properties; (7) except as described in the Prospectus, reflected in the Pro Forma Financial Statements, as disclosed in any tenant estoppel certificates that are listed on Schedule D hereto, or as would not reasonably be expected to result in a Material Adverse Effect: (a) none of the Major Leases has been assigned; (b) no brokerage fees, commissions or any similar payments are owed or payable by the lessor under any of the Major Leases to any third party in connection with the existence or execution thereof, or in connection with any renewal, expansion or extension of any Major Leases which has occurred prior to, or may occur after, a Closing Date, except additional fees payable to brokers in connection with the extension of certain leases described in the Prospectus under the caption "Business and Properties - Acquisition Properties;" (c) all of the Major Leases, and, all guaranties related thereto, if any, are in full force and effect; (d) no rentals or other amounts due under the Major Leases have been paid more than one (1) month in advance; (e) no tenant has asserted in writing any defense or set-off against the payment of rent in connection with the Major Leases nor has any tenant contested any tax, operating cost or other escalation payment or occupancy charge, or any other amounts payable under its Major Leases; (f) all tenants, licensees, franchisees or other parties under the Major Leases are in possession of their respective premises; (g) except for the mortgage loans encumbering the Properties and described in the Prospectus, none of the Major Leases has been assigned, mortgaged, pledged, sublet, hypothecated or otherwise encumbered; (h) no material provision under any Major Lease has been waived; (i) there are no uncured events of default, or events that with the giving of notice or passage of time, or both, would constitute an event of default, by any tenant under any of the terms and provisions of the Major Leases; (j) no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such leaseSubject Assets. (8) Wateriv) Except as set forth in Schedule 4.1(n), stormwaterto the knowledge of Seller, sanitary sewerthe personal property, electricity fixtures, and telephone service improvements included in the Subject Assets are in good repair, working order and operating condition in all available at material respects, ordinary wear and tear excepted. (v) To Seller’s knowledge, no portion of the gathering system included in the Subject Assets encroaches in any respect on property lines of each Property over duly dedicated streets or perpetual easements of record benefiting the applicable Property, except as others (other than encroachments that would not reasonably be expected materially impair the ownership or operation of the Subject Assets). (vi) Except as set forth in Schedule 4.1(n), no portion of the Subject Assets is subject to result in a Material Adverse Effectany preferential purchase rights or purchase options.

Property Matters. Upon consummation of the Formation Transactions: (1) the The Transaction Entities or their Subsidiaries will have fee simple title (or in the case of the Landmark at Eastview property, located in Tarrytown, New York, a leasehold interest) to all of the properties described in the Prospectus as owned or to be owned or leased by them (the "PROPERTIES"), in each case, free and clear of all Liens except such as (i) are set forth in the Title Reports title reports listed on Schedule C IV hereto (the "TITLE REPORTS"); (ii) are set forth on Schedule V hereto (the "Mortgages") (iii) are disclosed in the Prospectus; and (iiiiv) would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (2) except Except as disclosed in the Prospectus, none of the Transaction Entities, nor any Subsidiary, knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties or any part thereof which could have would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (3) each Each of the Properties complies with all applicable zoning laws, ordinances, regulations, and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect; (4) none None of the Transaction Entities, nor any Subsidiary or Contribution EntitySubsidiary, has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, and none of the Transaction Entities nor any Subsidiary or predecessor entity knows of any such condemnation or zoning change that is threatened against any of the Properties and that, if consummated, would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect; (5) trueTrue, correct and complete copies of the leases, exhibits, schedules or other documents that comprise the leases described in the "Business and Properties" section of the Prospectus where (1) the tenant has been specifically identified or (2) information relating to a lease has been summarized even if such tenant has not been specifically identified (the "MAJOR LEASES") have been provided or made available to the Underwriters or their counsel; (6) Except as described in the Prospectus, there are no other material agreements between any Transaction Entity, or any Subsidiary, or any entity owning such Property immediately prior to the Formation Transactions on the one hand and a tenant under a Major Lease relating to any of the Properties; (7) except Except as described in the Prospectus, reflected in the Pro Forma Financial Statements, as disclosed in any tenant estoppel certificates that are listed on Schedule D VI hereto, or as would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect: (a) none of the Major Leases has been assigned; (b) no brokerage fees, commissions or any similar payments are owed or payable by the lessor under any of the Major Leases to any third party in connection with the existence or execution thereof, or in connection with any renewal, expansion or extension of any Major Leases which has occurred prior to, or may occur after, a Closing Date, except additional fees payable to brokers in connection with the extension of certain leases described in the Prospectus under the caption "Business and Properties - Acquisition Propertiesordinary course of business;" (c) all of the Major Leases, and, all guaranties related thereto, if any, are in full force and effect; (d) no rentals or other amounts due under the Major Leases have been paid more than one (1) month in advance; (e) no tenant has asserted in writing any defense or set-off against the payment of rent in connection with the Major Leases nor has any tenant contested any tax, operating cost or other escalation payment or occupancy charge, or any other amounts payable under its Major Leases; (f) all tenants, sublessees, licensees, franchisees or other parties under the Major Leases are in possession of their respective premises; (g) except for the mortgage loans encumbering the Properties and described in the ProspectusProspectus or set forth on Schedule V hereto, none of the Major Leases has been assigned, mortgaged, pledged, sublet, hypothecated or otherwise encumbered; (h) no material provision under any Major Lease has been waivedwaived by any Transaction Entity; (i) there are no uncured events of default, or events that with the giving of notice or passage of time, or both, would constitute an event of default, by any tenant under any of the terms and provisions of the Major Leases; (j) no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such lease. (8) Water, stormwater, sanitary sewer, electricity and telephone service are all available at the property lines of each Property over duly dedicated streets or perpetual easements of record benefiting the applicable Property, except as would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect.

Property Matters. Upon consummation of (i) Except as set forth in Schedule 4.1(n), Seller has good and indefeasible title, or a valid leasehold interest in, or otherwise has the Formation Transactions: (1) valid right to use the Transaction Entities or their Subsidiaries will have fee simple title (or real property and personal property included in the case of the Landmark at Eastview property, located in Tarrytown, New York, a leasehold interest) to all of the properties described in the Prospectus as owned or to be owned or leased by them (the "PROPERTIES"), in each caseSubject Assets, free and clear of all Liens except such Liens, other than Permitted Encumbrances. (ii) Exhibit A correctly describes all rights of way and easements included in the Subject Assets, which shall be assigned by Seller to Buyer under special warranty assignments. Except as (i) are set forth in Schedule 4.1(n), (A) the Title Reports listed on Schedule C hereto (rights of way and easements disclosed in Exhibit A constitute all of the "TITLE REPORTS")easements, servitudes, rights of way, leases, licenses, and similar agreements held by Seller relating to real property constituting parts of the Subject Assets; (iiB) are each right of way or easement disclosed in Exhibit A is valid and binding and in full force and effect; (C) Seller is not in breach of or default under, and to Seller’s knowledge, no other party to any such right of way or easement is in breach of or default under, in any material respect, any of the Prospectusprovisions of any such right of way or easement; (D) all rentals and other payments due under such rights of way and easement have been paid; (E) the consummation of the transactions contemplated by this Agreement and the Transaction Agreements and the performance of the provisions hereof or thereof will not constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation under, or give rise to any loss of any benefit under, any such right of way; and (iii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (2F) except as disclosed set forth in Schedule 4.1(n)(ii)(F), such rights of way and easements cover the entire and continuous length of the Hilltop Resort Gathering System as it exists and is used today, and there are no spatial gaps in any of such rights of way or easements and such rights of way and easements grant Seller the right to construct, operate, maintain the Hilltop Resort Gathering System as it exists and is used today in, over, and across the real property covered thereby, and to receive, gather, and redeliver Seller’s gas from lands in the Prospectus, none of AMI (as such term is defined in the Transaction Entities, nor any Subsidiary, knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties or any part thereof which could have a Material Adverse Effect;Gas Gathering Agreement). (3iii) each of the Properties complies with all applicable zoning lawsTo Seller’s knowledge, ordinances, regulations, and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure would not reasonably be expected to result in a Material Adverse Effect; (4) none of the Transaction Entities, nor any Subsidiary or Contribution Entity, has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, and none of the Transaction Entities nor any Subsidiary or predecessor entity knows of any such are no condemnation or zoning change that is similar proceedings pending or threatened against any of the Properties and that, if consummated, would reasonably be expected to have a Material Adverse Effect; (5) true, correct and complete copies of the leases, exhibits, schedules or other documents that comprise the leases described in the "Business and Properties" section of the Prospectus where (1) the tenant has been specifically identified or (2) information relating to a lease has been summarized even if such tenant has not been specifically identified (the "MAJOR LEASES") have been provided to the Underwriters or their counsel; (6) there are no other material agreements between any Transaction Entity, any Subsidiary, or any entity owning such Property immediately prior to the Formation Transactions on the one hand and a tenant under a Major Lease relating to any of the Properties; (7) except as described in the Prospectus, reflected in the Pro Forma Financial Statements, as disclosed in any tenant estoppel certificates that are listed on Schedule D hereto, or as would not reasonably be expected to result in a Material Adverse Effect: (a) none of the Major Leases has been assigned; (b) no brokerage fees, commissions or any similar payments are owed or payable by the lessor under any of the Major Leases to any third party in connection with the existence or execution thereof, or in connection with any renewal, expansion or extension of any Major Leases which has occurred prior to, or may occur after, a Closing Date, except additional fees payable to brokers in connection with the extension of certain leases described in the Prospectus under the caption "Business and Properties - Acquisition Properties;" (c) all of the Major Leases, and, all guaranties related thereto, if any, are in full force and effect; (d) no rentals or other amounts due under the Major Leases have been paid more than one (1) month in advance; (e) no tenant has asserted in writing any defense or set-off against the payment of rent in connection with the Major Leases nor has any tenant contested any tax, operating cost or other escalation payment or occupancy charge, or any other amounts payable under its Major Leases; (f) all tenants, licensees, franchisees or other parties under the Major Leases are in possession of their respective premises; (g) except for the mortgage loans encumbering the Properties and described in the Prospectus, none of the Major Leases has been assigned, mortgaged, pledged, sublet, hypothecated or otherwise encumbered; (h) no material provision under any Major Lease has been waived; (i) there are no uncured events of default, or events that with the giving of notice or passage of time, or both, would constitute an event of default, by any tenant under any of the terms and provisions of the Major Leases; (j) no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such leaseSubject Assets. (8) Wateriv) Except as set forth in Schedule 4.1(n), stormwaterto the knowledge of Seller, sanitary sewerthe personal property, electricity fixtures, and telephone service improvements included in the Subject Assets are in good repair, working order and operating condition in all available at material respects, ordinary wear and tear excepted. (v) To Seller’s knowledge, no portion of the gathering system included in the Subject Assets encroaches in any respect on property lines of each Property over duly dedicated streets or perpetual easements of record benefiting the applicable Property, except as others (other than encroachments that would not reasonably be expected materially impair the ownership or operation of the Subject Assets). (vi) Except as set forth in Schedule 4.1(n), no portion of the Subject Assets is subject to result in a Material Adverse Effectany preferential purchase rights or purchase options.