Common use of Real Estate and Leases Clause in Contracts

Real Estate and Leases. There is set forth in the Disclosure Schedule a brief description of all real estate (including buildings and improvements) owned by Seller according to the character of the property and the location thereof, together with a legal description of such real estate. Seller has good and marketable title to such owned real estate in fee simple free and clear of any encumbrances whatsoever except as set forth on the Disclosure Schedule or the lien of current taxes not yet due and payable. There is also set forth in the Disclosure Schedule a brief description (including in each case the monthly rental payable, the expiration date, a brief description of the property covered and the name of the lessor, including for each lessor in which Seller has, directly or indirectly, any beneficial interest, the name and extent of such interest and name thereof) of every lease or agreement (written or oral) under which Seller is lessee of, or holds or operates, any property, real or personal, owned by any third party. Each of such leases and agreements is in full force and effect and constitutes a legal, valid and binding obligation of the respective parties thereto. Neither Seller nor any other party thereto is in default under any such lease or agreement nor has any event occurred which with the passage of time or giving of notice would constitute such a default or permit termination, modification, or acceleration thereunder. There are no disputes, oral agreements, or forbearance programs in effect as to any lease. To Seller's and Shareholders' knowledge, the real property and the buildings thereon owned or utilized by Seller in the conduct of the Business do not violate any present building, zoning or other laws or ordinances, or any agreements applicable thereto, and no notice of any such violation has been received by Seller (it being understood that Seller is not assuming additional responsibility other than obligations for which it otherwise would have been liable). Such real estate and improvements presently are, and at Closing will be, structurally sound to Seller's knowledge, in operating condition and repair (ordinary wear and tear excepted), and have been duly maintained in accordance with normal industry practice and applicable laws, rules, and regulations (it being understood that Seller is not assuming additional responsibility other than obligations for which it otherwise would have been liable).

Real Estate and Leases. There is set forth disclosed in the Disclosure Schedule 3.11 a brief description of all real estate (including buildings and improvements) owned or leased by Seller according Acquired Entities or occupied by any Acquired Entity as a tenant-in-common or in relation to the character of the property and the location thereof, together with a legal description of such real estate. Seller has good and marketable title to such owned any real estate located in fee simple free and clear of any encumbrances whatsoever except the United Kingdom, as set forth on free-holder, (the Disclosure Schedule or the lien of current taxes not yet due and payable"Real Estate"). There is also set forth disclosed in the Disclosure Schedule 3.11 a brief description (including consisting of, in each case case, the monthly annual rental payable, payable and the expiration date, a brief description of the property covered and the name of the lessor, including for each lessor in which Seller has, directly or indirectly, any beneficial interest, the name and extent of such interest and name thereof) of every lease or agreement (written or oral) under which Seller any Acquired Entity is lessee of, or holds or operates, any real property, real or personal, owned by any third party. Each of such leases and agreements is in full force and effect and constitutes a legal, valid and binding obligation of the respective parties applicable Acquired Entity and, to the Knowledge of the Acquired Entities, the lessor or other party thereto, except as has not had and would not be reasonably expected to have a Company Material Adverse Effect. Neither Seller nor any Acquired Entity nor, to the Knowledge of Acquired Entities, any other party thereto is in default in any respect under any such lease or agreement nor has any event occurred which with the passage of time or giving of notice or both would constitute such a default default, except for such defaults or permit termination, modification, or acceleration thereunderevents as have not had and would not reasonably be expected to have a Company Material Adverse Effect. There are no disputes, oral agreements, or forbearance programs in effect Except as to any lease. To Seller's and Shareholders' knowledgedisclosed on Schedule 3.11, the real property and the buildings thereon Real Estate owned or utilized by Seller Acquired Entities in the conduct of the Business do their business does not violate any present building, zoning or other laws similar Laws or ordinances, or any agreements applicable thereto, and no notice of any such violation or claimed violation has been received by Seller any Acquired Entity, except for such violations as have not had and would not be expected to have in the aggregate a Company Material Adverse Effect. True, correct and complete copies of all such title documents and leases (it being understood that Seller is not assuming additional responsibility other than obligations for which it otherwise would if any), including, without limitation, all amendments or modifications thereto, have been liable). Such real estate and improvements presently are, and at Closing will be, structurally sound made available to Seller's knowledge, in operating condition and repair (ordinary wear and tear excepted), and have been duly maintained in accordance with normal industry practice and applicable laws, rules, and regulations (it being understood that Seller is not assuming additional responsibility other than obligations for which it otherwise would have been liable)Schawk on or prior to the date hereof.

Real Estate and Leases. NSC does not own any real property. There is set forth disclosed in the Disclosure Schedule 4.13 a brief description of all real estate (including buildings and improvements) owned leased by Seller NSC or any of the Members and used in the Business according to the character of the property and the location thereof, together with a legal description of such real estate. Seller has good and marketable title to such owned real estate in fee simple free and clear of any encumbrances whatsoever except as set forth on the Disclosure Schedule or the lien of current taxes not yet due and payable. There is also set forth disclosed in the Disclosure Schedule 4.13 a brief description (including in each case the monthly annual rental payable, the expiration date, a brief description of the property covered and the name of the lessor, including for each lessor in which Seller has, directly or indirectly, any beneficial interest, the name and extent of such interest and name thereof) of every lease or agreement (written or oral) under which Seller NSC is lessee of, or holds or operates, any real property, real or personal, owned by any third party. Each of such leases and agreements is in full force and effect and constitutes a legal, valid and binding obligation of NSC and, to the Knowledge of NSC, the other respective parties thereto. Neither Seller NSC, nor to the Knowledge of NSC, any other party thereto is in default in any respect under any such lease or agreement nor has any event occurred which with the passage of time or giving of notice or both would constitute such a default or permit termination, modification, or acceleration thereunder. There are no disputes, oral agreements, or forbearance programs in effect as to any leasedefault. To Seller's and Shareholders' knowledgethe Knowledge of NSC, the real property and the buildings thereon owned or utilized by Seller NSC in the conduct of the Business do not violate any present building, zoning or other laws or ordinances, or any agreements agreements, applicable thereto, and no notice of any such violation or claimed violation has been received by Seller (it being understood that Seller is NSC or any of the Members. Except as set forth on Schedule 4.13, NSC's right, title and interest in and to each of the real property leases shall continue after the completion of the transactions contemplated by this Agreement, without the consent, waiver or approval of any party and such transactions will not assuming additional responsibility other than obligations for which it otherwise would have been liable). Such real estate and improvements presently are, and at Closing will be, structurally sound give any party thereto the right to Seller's knowledge, in operating condition and repair (ordinary wear and tear excepted), and have been duly maintained in accordance with normal industry practice and applicable laws, rules, and regulations (it being understood that Seller is not assuming additional responsibility other than obligations for which it otherwise would have been liable)terminate the lease.