Common use of Real Estate Leases Clause in Contracts

Real Estate Leases. (a) Schedule 3.17 sets forth a true, correct and complete list of: (i) all real property owned in fee by Crosstex (the “Real Property”), (ii) all real property owned by one or more Shareholders or other affiliates of Crosstex that is used in the business of Crosstex, (iii) all leases, subleases or other agreements under which Crosstex is a lessor or lessee of any real property or interest therein (the “Leases”); (iv) all options held by Crosstex or Contractual Obligations on the part of Crosstex to purchase or acquire any interest in real property; and (v) all options granted by Crosstex to sell or dispose of any interest in real property. Schedule 3.17 includes, without limitation, the location of the property, the names of the lessor (or owner) and lessee or optionor and optionee, as the case may be, and any affiliation or other association between Crosstex and the lessor and lessee or optionor and optionee, as the case may be. A true, correct and complete copy of each Lease has been delivered to Purchaser together with all amendments and modifications thereto, and all subordination, non-disturbance and/or attornment agreements related thereto, and no changes have been made thereto since the date of delivery. Each Lease is valid and in full force and effect. With respect to Crosstex’s performance under a Lease, no material default, or event which, with notice or lapse of time or both, would constitute a default, in any material respect by Crosstex, has occurred thereunder. Crosstex’s principal physical plants and facilities are in working condition and repair, and are substantially sufficient for the conduct of its business as presently conducted. No condemnation proceeding is pending or, to the knowledge of Seller and Crosstex, threatened which would preclude or materially impair the use of any material property leased to or from Crosstex or owned by Crosstex. Crosstex has not received any notice that it is in violation of any material zoning regulation or requirement relating to any material property leased to or from Crosstex. (b) The Company has good and valid title to all of the Real Property, free and clear of all Liens, except (a) liens for Taxes, assessments, and other governmental charges that are not due and payable or that are being contested in good faith and in respect of which adequate reserves have been established, (b) mechanics’, materialmen’s, carriers’, workmen’s, warehousemen’s, repairmen’s, landlord’s, or other similar Liens securing obligations that are not due and payable, that are due but not delinquent, or that are being contested in good faith and in respect of which adequate reserves have been established, (c) Liens evidenced by any Lease or Contract, and (d) imperfections of title and Liens that do not materially detract from the value or materially interfere with the present use of the properties subject thereto or affected thereby. (c) To the knowledge of Seller and Crosstex, the real estate owned or leased by Crosstex is in all material respects free of unlawful contamination from any substance or material presently identified as toxic or hazardous by any Environmental Law and Crosstex has not caused or suffered to occur a material spillage or other discharge of any Hazardous Substance or otherwise conducted operations which could reasonably lead to the imposition of any Lien upon any real property leased by Crosstex or any material fine upon Crosstex pursuant to any Environmental Law.

Real Estate Leases. (a) 3.17.1. Schedule 3.17 sets forth a true, correct and complete list of: (i) all real property owned in fee by Crosstex Seller or Per-Form (the “Real Property”), (ii) all real property owned in fee directly or indirectly by the Executive or one or more Shareholders shareholders of Seller or other affiliates of Crosstex a Seller Party that is used in the business of CrosstexBusiness, (iii) all leases, subleases or other agreements under which Crosstex Seller or Per-Form is a lessor or lessee of any real property or interest therein (the “Leases”); (iv) all options held by Crosstex Seller or Per-Form or Contractual Obligations on the part of Crosstex Seller or Per-Form to purchase or acquire any interest in real property; and (v) all options granted by Crosstex Seller or Per-Form to sell or dispose of any interest in real property. Schedule 3.17 includes, without limitation, the location of the property, the names of the lessor (or owner) and lessee or optionor and optionee, as the case may be, and any affiliation or other association between Crosstex Seller or Per-Form and the lessor and lessee or optionor and optionee, as the case may be. A Seller’s and Per-Form’s respective principal physical plants and facilities are in good working condition and repair, and are substantially sufficient for the conduct of its business as presently conducted. No condemnation proceeding is pending or, to the knowledge of the Seller Parties, threatened which would preclude or materially impair the use of any material property leased to or from Seller or Per-Form or owned by Seller or Per-Form. Neither Seller nor Per-Form has received any written notice that it is in violation of any material zoning regulation or requirement relating to any material property leased to or from Seller or Per-Form. 3.17.2. With respect to the Leases, except as set forth in Schedule 3.17: (a) a true, correct and complete copy of each Lease has been delivered to Purchaser together with all amendments and modifications thereto, and all subordination, non-disturbance and/or attornment agreements related thereto, and no changes have been made thereto since the date of delivery. Each ; (b) each Lease is valid and in full force and effect. With respect to CrosstexSeller’s or Per-Form’s performance under a Lease, no material default, or event which, with notice or lapse of time or both, would constitute a default, in any material respect by CrosstexSeller or Per-Form, has occurred thereunder. Crosstex’s principal physical plants and facilities are in working condition and repair, and are substantially sufficient for the conduct of its business as presently conducted. No condemnation proceeding is pending or, to the knowledge of Seller and Crosstex, threatened which would preclude or materially impair the use of any material property leased to or from Crosstex or owned by Crosstex. Crosstex has not received any notice that it is in violation of any material zoning regulation or requirement relating to any material property leased to or from Crosstex. (b) The Company has good and valid title to all of the Real Property, free and clear of all Liens, except (a) liens for Taxes, assessments, and other governmental charges that are not due and payable or that are being contested in good faith and in respect of which adequate reserves have been established, (b) mechanics’, materialmen’s, carriers’, workmen’s, warehousemen’s, repairmen’s, landlord’s, or other similar Liens securing obligations that are not due and payable, that are due but not delinquent, or that are being contested in good faith and in respect of which adequate reserves have been established, (c) Liens evidenced by any Lease or Contract, and (d) imperfections of title and Liens that do not materially detract from the value or materially interfere with the present use of the properties subject thereto or affected thereby.; (c) To the knowledge transactions contemplated by this Agreement do not require the consent of any party of any Lease, will not result in a breach of or default under such Lease, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (d) neither Seller’s nor Per-Form’s possession and quiet enjoyment of any leased real estate under any Lease has been disturbed and there are no disputes with respect to any Lease; (e) no security deposit or portion thereof deposited with respect to any Lease has been applied in respect of a breach of or default under such Lease that has not been redeposited in full; (f) neither Seller and Crosstexnor Per-Form owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Lease; (g) neither Seller nor Per-Form has subleased, licensed or otherwise granted any Person the right to use or occupy any leased real estate or any portion thereof; and (h) neither Seller nor Per-Form has collaterally assigned or granted any other Lien in any Lease or any interest therein. 3.17.3. The real estate owned or leased by Crosstex each of Seller and Per-Form is (i) in all material respects free of unlawful contamination from any substance or material presently identified as toxic or hazardous by any Environmental Law Law, and Crosstex neither Seller nor Per-Form has not caused or suffered to occur a material spillage or other discharge of any Hazardous Substance or otherwise conducted operations which could reasonably lead to the imposition of any Lien upon any real property owned or leased by Crosstex Seller or Per-Form or any material fine upon Crosstex Seller or Per-Form pursuant to any Environmental Law and (ii) is in material compliance with all applicable building, zoning, subdivision, health and safety and other land use laws, including the Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Real Property (collectively, the “Real Property Laws”). Neither Seller nor Per-Form has received any written notice of violation of any Real Property Law.