Common use of Real and Personal Properties Clause in Contracts

Real and Personal Properties. (a) Section 3.15(a) of the Company Disclosure Letter sets forth a true, accurate and complete list as of the date hereof of the addresses of all real property (i) owned by the Company and each Company Subsidiary (the “Owned Real Property”) or (ii) leased, subleased by, licensed or with respect to which a right to use or occupy has been granted to or by the Company and each Company Subsidiary (the “Leased Real Property”, and together with the Owned Real Property, the “Real Property”). (b) The Company and its Subsidiaries have (i) good and valid fee simple title to all of the Owned Real Property, (ii) good and valid title to all the personal properties and assets reflected on the most recent audited balance sheet of the Company and its Subsidiaries included in the Company SEC Documents as being owned by the Company or one of its Subsidiaries or acquired after the date thereof (except for properties and assets that have been disposed of in the ordinary course of business consistent with past practice since the date thereof) and (iii) valid leasehold (or, as applicable, license or other) interests in all of the Leased Real Property (each a “Real Property Lease”), in each case free and clear of all Liens, other than Permitted Liens. The Real Property, together with permanent easements appurtenant thereto, includes all of the real property used or held for use in connection with or otherwise required to carry on the business of the Company and the Company Subsidiaries as currently conducted in all material respects. There is no pending or, to the Knowledge of the Company, threatened in writing eminent domain, condemnation or other similar proceedings affecting any of the Owned Real Property. To the Knowledge of the Company, there is no pending or threatened in writing eminent domain, condemnation or other similar proceedings affecting any of the Leased Real Property.

Real and Personal Properties. (a) Section 3.15(a) of the Company Disclosure Letter sets forth Schedule 3.04 contains a true, complete and accurate and complete list as of the date hereof of the addresses of all real property (i) owned by the Company and each Company Subsidiary (the “Owned Real Property”), in each case setting forth the street address and legal description of each property covered thereby. (b) or Schedule 3.04 contains a complete and accurate list of all leasehold interests (iithe “Real Property Leases”) leased, subleased by, licensed or with respect to which a right to use or occupy has been granted to or in real property held by the Company and each Company Subsidiary (the “Leased Real Property”, ” and together with the Owned Real Property, the “Company Real Property”). (b) The Company and its Subsidiaries have (i) good and valid fee simple title to all of the Owned Real Property, (ii) good and valid title to all the personal properties and assets reflected on the most recent audited balance sheet of the Company and its Subsidiaries included in the Company SEC Documents as being owned by the Company or one of its Subsidiaries or acquired after the date thereof (except for properties and assets that have been disposed of in the ordinary course of business consistent with past practice since the date thereof) and (iii) valid leasehold (or, as applicable, license or other) interests in all of the Leased Real Property (each a “Real Property Lease”), in each case setting forth (i) the lessor and lessee thereof, the date thereof and the dates of all amendments thereto and (ii) the street address of each property covered thereby. The Company has made available to Buyer true and correct copies of the Real Property Leases, including all amendments thereto. Schedule 3.04 contains a complete and accurate list of all leases pertaining to Personal Property, other than tractors and trailers (which are dealt with exclusively in the representations and warranties in Section 3.05), pursuant to which the Company makes payment in excess of $50,000 annually. (c) Except as set forth on Schedule 3.04: (i) the Company has good, marketable and insurable fee simple interest in the Owned Real Property and good and marketable title to all Personal Property that is owned by the Company, and as to the Company and, to Sellers’ Knowledge, as to the other parties thereto, valid, binding, and enforceable (except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of equitable remedies) leaseholds in the Leased Real Property and all Personal Property that is leased by the Company, free and clear of all Liens, Liens (other than Permitted Liens. The Real Property, together with permanent easements appurtenant thereto, includes all ); (ii) subject to the terms of the real property used or held for use in connection with or otherwise required to carry on applicable lease, the business Company enjoys peaceful and undisturbed possession of the Company Leased Real Property and the Company Subsidiaries as currently conducted Personal Property that is leased; (iii) each Real Property Lease is in full force and effect in all material respects. There is no pending or; (iv) neither the Company nor, to the Knowledge of the CompanySellers’ Knowledge, threatened any other party is in writing eminent domain, condemnation material breach or other similar proceedings affecting material default under any of the Owned Real Property. To Property Leases and, subject to the Knowledge terms of the Companyapplicable Real Property Lease, there none of the transactions contemplated hereby will constitute or create a default, event of default or right of termination thereunder; (v) the Company has not subleased, and no other Person is no pending in possession of, or threatened in writing eminent domainhas the right of use or occupancy of any portion of, condemnation or other similar proceedings affecting any of the Leased Real Property; (vi) there are no condemnation or appropriation or similar proceedings pending, or to the Sellers’ Knowledge, threatened, against any of the Owned Real Property or the improvements thereon or, to the Sellers’ Knowledge, any of the Leased Real Property or the improvements thereon, which, if occurring, would reasonably be expected to be material to the Company’s business and operations. Except as set forth on Schedule 3.04, since January 1, 2018, no Seller, nor the Company, has received written notice that any portion of the Company Real Property, or any building or improvement located thereon, violates any law, including those laws relating to zoning, building, land use, environmental, health and safety, fire, air, sanitation, and noise control, except for violations that would not reasonably be expected to be material to the Company’s business. Except for the Permitted Liens, no Owned Real Property and, to the Sellers’ Knowledge, no Leased Real Property is subject to (A) any issued or proposed order or decree of any Governmental Authority (or, to the Sellers’ Knowledge, threatened order or decree) or (B) any material building use restrictions or similar limitations; (vii) neither the Sellers nor the Company owes any brokerage commissions or finder’s fees with respect to any Real Property Leases; and (viii) the possession and quiet enjoyment of the Leased Real Property by the Company is not being disturbed.