Common use of Real Estate Matters Clause in Contracts

Real Estate Matters. Except as set forth on Schedule 3.15: (a) To the knowledge of Seller, the structure, condition and operation of the Towers and Related Improvements are in compliance with all Applicable Laws and any restrictive covenants or deed restrictions (recorded or otherwise) applicable to the Purchased Assets. There is no structural or, to the knowledge of Seller, latent, defect in any Tower or Related Improvement that has not been disclosed to Purchaser. The Tower, Related Improvements and all such other property, including without limitation, the heating, electrical, plumbing, and other building equipment and systems that are a part thereof have been maintained in accordance with normal industry practice, are in working order adequate for normal operations, are in good operating condition and repair (subject to normal wear and tear), and are suitable for the purposes for which they presently are used. (b) No notice has been given to Seller by any insurance company, or any board of fire underwriters or any other body exercising similar functions, with respect to any Tower or Related Improvement requesting the performance of any repair, alteration, or other work thereto that has not been complied with. (c) No exemption from full taxation of any portion of the Real Property has been claimed by Seller within the previous five (5) years. Seller has no information or knowledge of any change contemplated in any Applicable Laws, or in any restrictive covenant or deed restriction (recorded or otherwise) applicable to the Purchased Assets, or any judicial or administrative action or any action by adjacent landowners, that would have a material adverse effect upon any Purchased Asset, portion of Real Property or on any of its respective value. (d) There is no fact or condition that could result in the termination of access from the Real Property to existing highways and roads, or to sewer or other utility services serving the Real Property. All utilities are installed and operating and all due and owing installation and connection charges have been paid in full. (e) All Related Improvements have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with Applicable Laws and any and all restrictive covenants and deed restrictions (recorded or otherwise) applicable to the Purchased Assets. (f) Except as set forth in Schedule 3.10 there are no outstanding options or rights of first refusal to purchase any of the Purchased Assets, or any portion thereof or interest therein. (g) There are no parties (other than Seller) in possession of the Real Property, other than tenants under any Tower Leases who are in possession of Tower space to which they are entitled.

Real Estate Matters. Except as set forth on Schedule 3.15:With respect to the Real Property: ------------------- (ai) To the knowledge of Seller, the structure, condition and operation of the Towers and Related All Improvements are in material compliance with all Applicable Laws and any restrictive covenants or deed restrictions Laws; (recorded or otherwiseii) applicable to the Purchased Assets. There best of Seller's knowledge, there is no structural or, to the knowledge of Seller, latent, or latent defect in any Tower or Related Improvement such Improvements that has not been disclosed to Purchaser. The Tower, Related ; (iii) all Improvements and all such other property, including without limitation, the heating, electrical, plumbing, and other building equipment and systems that are a part thereof have been maintained in accordance with normal industry practice; and (iv) to the best of Seller's actual knowledge, the Improvements are in working order adequate for normal operations, are in good operating condition and repair (subject to normal wear and tear), and are suitable for the purposes for which they presently are used. (b) No Seller has received no notice of, and Seller has been given to Seller by no knowledge of, any insurance companypending or threatened litigation, condemnation, or any board of fire underwriters or any other body exercising similar functions, sale in lieu thereof with respect to any Tower or Related Improvement requesting the performance of any repair, alteration, or other work thereto that has not been complied with. (c) No exemption from full taxation of any portion of the Real Property relating to or arising out of the ownership of the Real Property by any governmental instrumentality. Seller has been claimed by Seller within the previous five (5) yearsno knowledge of any proposed material increase in real property Taxes not a matter of public record. Seller has no information or knowledge of any change contemplated in any Applicable Laws, or in any restrictive covenant or deed restriction (recorded or otherwise) applicable to the Purchased Assets, or any judicial or administrative action or any action by adjacent landowners, Laws that would have a material adverse effect upon any Purchased Asset, portion of Real Property or on any of its respective value. (dc) To the best of Seller's knowledge, Seller currently has indefeasible, legal and practical access from the Real Property to existing public highways or public roads. There is exists no fact or condition known to the Seller that could will result in the termination or reduction of the current access from the Real Property to existing highways and roads, or to sewer or other utility services serving the Real Property. All utilities required for the operation of the Improvements enter the Real Property through adjoining public streets or, if they pass through an adjoining private tract, do so in accordance with valid easements. All utilities are installed and operating and all due and owing installation and connection charges have been paid in full. (d) The legal descriptions for the Real Property contained in the Ground Leases describe such parcels fully and adequately. The Improvements are located within the boundary lines of such legal descriptions (and, if applicable, Easements), and are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the Real Property is subject to "permitted non-conforming structure or use" or similar classifications). The Improvements do not encroach on any easement that may burden the Land. (e) To the best of Seller's knowledge, the Real Property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained. (f) All Related Improvements have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with Applicable Laws and any and all restrictive covenants and deed restrictions (recorded or otherwise) applicable to the Purchased Assets. (f) Except as set forth in Schedule 3.10 there are no outstanding options or rights of first refusal to purchase any of the Purchased Assets, or any portion thereof or interest thereinLaws. (g) There are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the of Real Property, except for the Tower Leases and Ground Leases described in Schedules 1 and 2. There are no parties (other than Seller) in possession of the Real Property, other than except tenants under any Tower Leases who are disclosed in possession of Tower space to which they are entitledSchedules 1 and 2. (h) Schedules 1 and 2 describe briefly all Ground Leases held by Seller in connection with the Assets.

Real Estate Matters. (a) All improvements located on the real property subject to the Site Lease (the "PRIMARY REAL PROPERTY") ("IMPROVEMENTS") were constructed and installed in compliance in all material respects with then applicable laws, statutes, ordinances and codes affecting the Primary Real Property at the time of construction. Except as set forth on Schedule 3.15: (a) To the knowledge of SellerSCHEDULE 5.20, the structurethere are not, condition and operation as of the Towers and Related Improvements are in compliance with all Applicable Laws and Closing there will not be, any restrictive covenants material structural or deed restrictions (recorded or otherwise) applicable to the Purchased Assets. There is no structural or, to the knowledge of Seller, latent, defect latent defects in any Tower or Related Improvement that has of the Improvements known to Seller which have not been disclosed to PurchaserBuyer. The Tower, Related Improvements and all such other property, including without limitationExcept as set forth on SCHEDULE 5.20, the heating, electrical, plumbing, and other building equipment on the Primary Real Property are, and systems that are a part thereof have been maintained in accordance with normal industry practiceas of the Closing will be, are in working order adequate for normal operations, are sufficient in good operating condition and repair (subject to normal wear and tear), and are suitable all material respects for the purposes for which they presently are usedoperation of the Pressure Sensitive Business consistent with current practice. (b) No The Seller has not received any written notice from an insurance company which has issued a policy or has been given requested to Seller by issue a policy with respect to any insurance company, portion of the Improvements located on the Primary Real Property or any board of fire underwriters or any other body exercising similar functions, with respect to any Tower or Related Improvement functions requesting the performance of any repair, alteration, alterations or other work thereto that which has not been complied withwith in all material respects. (c) No exemption from full taxation Except as described on SCHEDULE 5.7 or SCHEDULE 5.20, as of the date of this Agreement there is no existing, pending or, to the Seller's knowledge, threatened litigation or condemnation or sale in lieu thereof, with respect to any portion of the Primary Real Property relating to or arising out of the ownership of the Primary Real Property by any federal, state, county or municipal department, commission, board, bureau or agency or other governmental instrumentality. As of the date of this Agreement, except as set forth on SCHEDULE 5.20 there is no proceeding pending for the reduction or increase of the assessed valuation or taxes or other impositions payable in respect of any portion of the Primary Real Property has been claimed by Seller within Property. As of the previous five (5) years. date of this Agreement, the Seller has no information or knowledge not received any written notice of a proposed increase in the assessed valuation of any change contemplated in any Applicable Laws, or in any restrictive covenant or deed restriction (recorded or otherwise) applicable to the Purchased Assets, or any judicial or administrative action or any action by adjacent landowners, that would have a material adverse effect upon any Purchased Asset, portion of the Primary Real Property or on any of its respective valueProperty. (d) There is Except for the Buyer, no Person has any right or option to acquire the Primary Real Property or any portion thereof. (e) As of the date of this Agreement, the Seller has no knowledge of any fact or condition that could existing which is reasonably likely to result in the termination or reduction in any material respect of the current access from the Primary Real Property to existing highways and roads, or to sewer or other utility services serving the Real Property. All utilities are installed and operating and all due and owing installation and connection charges have been paid in full. (e) All Related Improvements have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with Applicable Laws and any and all restrictive covenants and deed restrictions (recorded or otherwise) applicable to the Purchased Assets. (f) Except as set forth in Schedule 3.10 there are no outstanding options Between the date hereof and Closing, Seller will not enter into any lease, nor any service, maintenance or rights of first refusal management agreement with respect to purchase any of the Purchased Assets, all or any portion thereof or interest therein. (g) There are no parties (other than Seller) in possession of the Primary Real Property, other than tenants under except as contemplated by this Agreement and except for any Tower Leases who are in possession of Tower space to which they are entitledsuch contract that will not constitute an Assumed Obligation.

Real Estate Matters. Except as set forth on Schedule 3.15: (a) To Seller has good and marketable leasehold title to the knowledge Real Property and has peaceful possession of Sellerthe Real Property it leases, and there are no outstanding liens or taxes currently due on the structureReal Property. Seller has fully paid and satisfied any and all amounts due to parties in providing services or materials with respect to the acquisition, condition construction and development of the Sites, and no such party has the xxxxxx or inchoate right to record a lien or other such encumbrance against the Real Property. For the five (5) years preceding the date hereof, or for as long as Seller has leased the Real Property, Seller has filed all required tax returns and paid all taxes due and owing with respect to the Real Property. (b) The Real Property, communication tower and all buildings, improvements, machinery, tower lighting, equipment, and other tangible assets owned by Seller and necessary for the operation of the Towers and Related Improvements Facilities, as presently conducted, are in compliance with all Applicable Laws Laws, and any restrictive covenants or deed restrictions (recorded or otherwise) applicable the personal property described on Schedule 1.0 hereof constitutes all of the personal property necessary for the use and operation of the Facilities as required by the Tower Leases. There are no outstanding NOTAM's with respect to the Purchased Assets. There is no structural orFacilities which have not been properly closed as required by Applicable Law. (c) The communication towers and all buildings, improvements, machinery, equipment relating to the knowledge use and operation of Seller, latent, defect in any Tower or Related Improvement that has not been disclosed to Purchaser. The Tower, Related Improvements and all such other propertythe Real Property as a communications tower site, including without limitation, the heatingany climate control, electricallighting system, plumbing, electrical system and other building equipment and systems that are a part thereof equipment, owned by Seller have been maintained in accordance with normal customary industry practice, are in working order adequate for normal operations, are in good operating condition and repair (subject to normal repair, reasonable wear and tear), resulting from ordinary usage excluded, and are suitable for the purposes for which they are presently used. To Seller's actual knowledge after due inquiry, there are usedno structural or latent defects in the aforesaid communication towers, equipment and improvements. (bd) No Seller has not received notice has been given to Seller by any insurance companyof, or been served with, any board of fire underwriters pending or any other body exercising similar functionsthreatened litigation, claim, condemnation, or sale in lieu thereof with respect to any Tower portion of the Real Property relating to or Related Improvement requesting arising out of the performance ownership of the Real Property by any repair, alteration, or other work thereto that has not been complied withgovernmental instrumentality. (ce) No To the knowledge of Seller, there is no proposed material increase in real property taxes payable on the Property. To the knowledge of Seller, no exemption from full taxation of any portion of the Real Property has been claimed by Seller within in the previous five (5) years, and the Real Property is not subject to any rollback taxes. To the knowledge of Seller there are no material pending or proposed assessments for public improvements, or contemplated improvements that may lead to an assessment. Any personal and/or property tax information provided to Purchaser by Seller is true and correct in all material respects. (f) Each parcel of Real Property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the Real Property, and Seller has no information or knowledge of any change contemplated in any Applicable Laws, or in any restrictive covenant or deed restriction (recorded or otherwise) applicable to the Purchased Assets, or any judicial or administrative action or any action by adjacent landowners, that would have a material adverse effect upon any Purchased Asset, portion of Real Property or on any of its respective value. (d) There is no fact or condition that could result in the termination or reduction of the current access from the Real Property to existing highways and roads, or to sewer or other utility services serving the Real Property. All utilities are installed and operating and all due and owing installation and connection charges have been paid in full. (e) All Related Improvements have received all approvals required for the operation of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained Facilities, enter the Real Property through adjoining public streets, or, if they pass through an adjoining private tract, do so in accordance with Applicable Laws and any and all restrictive covenants and deed restrictions (recorded or otherwise) applicable to the Purchased Assets. (f) Except as set forth in Schedule 3.10 there are no outstanding options or rights of first refusal to purchase any of the Purchased Assets, or any portion thereof or interest thereinvalid easements. (g) There are no parties (other than Seller) No third party has any interest in possession or has received an assignment of the Real Property, other than tenants under any Tower Leases who are in possession or any portion of Tower space to which they are entitledthe rents due thereunder.

Real Estate Matters. Except With respect to the Real Property, to the Seller's knowledge and except as set forth on Schedule 3.153.12: (ai) To the knowledge of Seller, the structure, condition and operation of the Towers and Related All Improvements are in compliance with all Applicable Laws and any restrictive covenants or deed restrictions Laws; (recorded or otherwiseii) applicable to the Purchased Assets. There there is no structural or, to the knowledge of Seller, latent, or latent defect in any Tower or Related Improvement such Improvements that has not been disclosed to Purchaser. The Tower, Related ; and (iii) all Improvements and all such other property, including without limitation, the heating, electrical, plumbing, and other building equipment and systems that are a part thereof have been maintained in accordance with normal industry practice, are in working order adequate for normal operations, are in good operating condition and repair (subject to normal wear and tear), and are suitable for the purposes for which they presently are used. (b) No notice has been given to Seller by any insurance companyThere is no pending or threatened litigation, condemnation, or any board of fire underwriters or any other body exercising similar functions, sale in lieu thereof with respect to any Tower or Related Improvement requesting the performance of any repair, alteration, or other work thereto that has not been complied with. (c) No exemption from full taxation of any portion of the Real Property relating to or arising out of the ownership of the Real Property by any governmental instrumentality. Seller has been claimed by Seller within the previous five (5) yearsno knowledge of any proposed material increase in real property Taxes. Seller has no information or knowledge of any change contemplated in any Applicable Laws, or in any restrictive covenant or deed restriction (recorded or otherwise) applicable to the Purchased Assets, or any judicial or administrative action or any action by adjacent landowners, Laws that would have a material adverse effect upon any Purchased Asset, portion of Real Property or on any of its respective value. (dc) There is exists no fact or condition that could result in the termination or reduction of the current access from the Real Property to existing highways and roads, or to sewer or other utility services serving the Real Property. All utilities required for the operation of the improvements enter the Real Property through adjoining public streets or, if they pass through an adjoining private tract, do so in accordance with valid public and/or private easements. All utilities are installed and operating and all due and owing installation and connection charges have been paid in full. (d) The legal descriptions for the Real Property describe such parcels fully and adequately. The Improvements are located within the boundary lines of the Land (and, if applicable, Easements), and are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the Real Property is subject to "permitted non- conforming structure or use" or similar classifications). The Improvements do not encroach on any easement that may burden the Land. The Land does not serve any adjoining property for any purpose inconsistent with the use of the Land. (e) The Real Property is not located within any one hundred year flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained. None of the Real Property is within any area determined by the Department of Housing and Urban Development to be flood prone under the Federal Flood Protection Act of 1973. (f) All Related Improvements have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with Applicable Laws and in all material respects. There are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any and all restrictive covenants and deed restrictions (recorded party or otherwise) applicable to parties the Purchased Assets. (f) Except right of use or occupancy of any portion of the of Real Property, except as set forth disclosed in Schedule 3.10 there Section 3.3. There are no outstanding options or rights of first refusal to purchase any the parcel of the Purchased AssetsReal Property, or any portion thereof or interest therein. (g) thereof. There are no parties (other than Seller) in possession of the Real Property, other than except tenants under leases disclosed in Schedule 3.3. (g) Each parcel of Real Property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of real property, and access to the Real Property is provided by paved public right-of-way with adequate curb cuts available. (h) Schedule 1.1 (k) lists and describes briefly all Real Property owned by Seller in connection with the Tower Business or Assets. Seller does not lease or sublease (as lessee or sublessee) any Real Property in connection with the Tower Leases who are in possession of Tower space to which they are entitledBusiness or the Assets.

Real Estate Matters. Except as set forth on Schedule 3.15: (a) To On or before the knowledge of SellerClosing Date, Seller will deliver or cause to be delivered good and marketable title to, and peaceful possession of, the structureReal Property, condition and, as of such time, there shall be no outstanding liens or taxes due on the Real Property it owns that will not be satisfied out of the Closing proceeds. On or before the Closing Date, Seller will have fully paid and satisfied all outstanding taxes due on the Property, and all amounts due to parties providing services or materials with respect to the acquisition, construction and development of the Sites, and no such party has the xxxxxx or inchoate right to record a lien or other such encumbrance against the Real Property. (b) The Real Property, communication tower and all buildings, improvements, machinery, tower lighting, equipment, and other tangible assets necessary for the operation of the Towers and Related Improvements are Facilities, as presently conducted, are, to the best of Seller's knowledge, in compliance with all Applicable Laws and any restrictive covenants or deed restrictions (recorded or otherwise) applicable Laws. There are no outstanding NOTAM's with respect to the Purchased Assets. There is no structural orFacilities which have not been properly closed as required by Applicable Law. (c) The communication towers and all buildings, improvements, machinery, equipment relating to the knowledge use and operation of Seller, latent, defect in any Tower or Related Improvement that has not been disclosed to Purchaser. The Tower, Related Improvements and all such other propertythe Real Property as a communications tower site, including without limitation, the heatingany climate control, electricallighting system, plumbing, electrical system and other building equipment and systems that are a part thereof equipment, have been maintained in accordance with normal customary industry practice, are in working order adequate for normal operations, are in good operating condition and repair (subject to normal wear and tear)repair, and are suitable for the purposes for which they are presently used. There are usedno structural or latent defects in the aforesaid communication towers, equipment and improvements. (bd) No Seller has not received notice has been given to Seller by any insurance companyof, or been served with, any board of fire underwriters pending or any other body exercising similar functionsthreatened litigation, claim, condemnation, or sale in lieu thereof with respect to any Tower portion of the Real Property relating to or Related Improvement requesting arising out of the performance ownership of the Real Property by any repair, alteration, or other work thereto that has not been complied withgovernmental instrumentality. (ce) No Seller has no knowledge of any rollback taxes or any proposed material increase in real property taxes levied against the Real Property and no exemption from full taxation of any portion of the Real Property has been claimed by Seller within the previous five (5) years. The personal and real property tax amounts for prior years provided by Purchaser to Seller pursuant to Section 9 hereof are true and correct in all material respects. (f) Each parcel of Real Property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the Real Property, and Seller has no information or knowledge of any change contemplated in any Applicable Laws, or in any restrictive covenant or deed restriction (recorded or otherwise) applicable to the Purchased Assets, or any judicial or administrative action or any action by adjacent landowners, that would have a material adverse effect upon any Purchased Asset, portion of Real Property or on any of its respective value. (d) There is no fact or condition that could result in the termination or reduction of the current access from the Real Property to existing highways and roads, or to sewer or other utility services serving the Real Property. All utilities are installed and operating and all due and owing installation and connection charges have been paid in full. (e) All Related Improvements have received all approvals required for the operation of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained Facilities, enter the Real Property through adjoining public streets, or, if they pass through an adjoining private tract, do so in accordance with Applicable Laws valid easements. Each parcel of Real Property owned by Seller or, constitutes a separate tax parcel and any and all restrictive covenants and deed restrictions (recorded or otherwise) applicable has been properly subdivided as a separate lot of record, to the Purchased Assetsextent required by Applicable Law. (f) Except as set forth in Schedule 3.10 there are no outstanding options or rights of first refusal to purchase any of the Purchased Assets, or any portion thereof or interest therein. (g) There are no parties (other than Seller) in possession of the Real Property, other than tenants under any Tower Leases who are in possession of Tower space to which they are entitled.