Common use of Real Estate Matters Clause in Contracts

Real Estate Matters. (a) The Company or its subsidiaries has good, valid, and, in the case of Owned Properties (as defined below), marketable fee title to: (i) all of the material real property and interests in real property owned by the Company or its subsidiaries, except for properties sold or otherwise disposed of in the ordinary course of business (the "Owned Properties"), and (ii) all of the material leasehold estates in all real properties leased by the Company or its subsidiaries, except leasehold interests terminated in the ordinary course of business (the "Leased Properties"; the Owned Properties and Leased Properties being sometimes referred to herein as the "Real Properties"), in each case free and clear of all mortgages, liens, security interests, easements, covenants, rights-of-way, subleases and other similar restrictions and encumbrances ("Encumbrances"), except for Encumbrances which, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect. (b) Except to the extent that the inaccuracy of any of the following (or the circumstances giving rise to such inaccuracy), individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect: (i) each of the agreements by which the Company has obtained a leasehold interest in each Leased Property (individually, a "Lease" and collectively, the "Leases") is in full force and effect in accordance with its respective terms and the Company or its subsidiary is the holder of the lessee's or tenant's interest thereunder; to the knowledge of the Company, there exists no default under any Lease and no circumstance exists which, with the giving of notice, the passage of time or both, is reasonably likely to result in such a default; the Company and its subsidiaries have complied with and timely performed all conditions, covenants, undertakings and obligations on their parts to be complied with or performed under each of the Leases; the Company and its subsidiaries have paid all rents and other charges to the extent due and payable under the Leases; (ii) there are no leases, subleases, licenses, concessions or any other contracts or agreements granting to any person or entity other than the Company or any of its subsidiaries any right to the possession, use, occupancy or enjoyment of any Real Property or any portion thereof; (iii) the current operation and use of the Real Properties does not violate any statute, law, regulation, rule, ordinance, permit, requirement, order or decree now in effect; the use being made of each Real Property at present is in conformity with the certificate of occupancy issued for such Real Property; (iv) there are no existing, or to the knowledge of the Company, threatened, condemnation or eminent domain proceedings (or proceedings in lieu thereof) affecting the Real Properties or any portion thereof; (v) no default or breach exists under any of the covenants, conditions, restrictions, rights-of-way, or easements, if any, affecting all or any portion of a Real Property, which are to be performed or complied with by the Company or any of its subsidiaries; and (vi) all the buildings, structures, equipment and other tangible assets of the Company (whether owned or leased) are in normal operating condition (normal wear and tear excepted) and are fit for use in the ordinary course of business. (c) Neither the Company nor any of its subsidiaries is obligated under or bound by any option, right of first refusal, purchase contract, or other contractual right to sell or dispose of any Owned Property or any portions thereof or interests therein which property, portions and interests, individually or in the aggregate, are material to the Company and its subsidiaries.

Real Estate Matters. (a) The Company or its subsidiaries has good, valid, and, in the case of Owned Properties (as defined below), marketable fee title to: (i) all of the material real property and interests in real property owned by the Company or its subsidiaries, except for properties sold or otherwise disposed of in the ordinary course of business (the "Owned Properties"), and (ii) all of the material leasehold estates in all real properties leased by the Company or its subsidiaries, except leasehold interests terminated in the ordinary course of business (the "Leased Properties"; the Owned Properties and Leased Properties being sometimes referred to herein as the "Real Properties"), in each case free and clear of all mortgages, liens, security interests, easements, covenants, rights-of-way, subleases and other similar restrictions and encumbrances ("Encumbrances"), ; except for Encumbrances which(i) liens for current property taxes and assessments or other governmental charges or levies not yet due and payable or the validity of which is being contested in good faith in appropriate proceedings; (ii) liens for mechanics, individually materialmen, laborer, warehousemen, carriers and other similar common law or statutory liens arising in the aggregate, ordinary course of business which are not yet due and payable; (iii) zoning, entitlement and other land use and environmental regulations by governmental agencies provided that such regulations have not been violated; (iv) Encumbrances which would not reasonably likely be expected to have a Material Adverse EffectEffect on the Company; and (v) Encumbrances under the Credit Agreement (collectively the "Permitted Encumbrances"). (b) Except to the extent that the inaccuracy of any of the following (or the circumstances giving rise to such inaccuracy), individually or in the aggregate, are would not reasonably likely be expected to have a Material Adverse Effect: (i) each of the agreements by which the Company has obtained a leasehold interest in each Leased Property (individually, a "Lease" and collectively, the "Leases") is in full force and effect in accordance with its respective terms and the Company or its subsidiary is the holder of the lessee's or tenant's interest thereunder; (ii) there exists no default by the Company or any of its subsidiaries and, to the knowledge Knowledge of the Company, there exists no default by a landlord or third party under any Lease and no circumstance exists which, with the giving of notice, the passage of time or both, is reasonably likely to result in such a default; the Company and its subsidiaries have complied with and timely performed all conditions, covenants, undertakings and obligations on their parts to be complied with or performed under each of the Leases; the Company and its subsidiaries have paid all rents and other charges to the extent due and payable under the Leases; (iiiii) there are no leases, subleases, licenses, concessions or any other contracts or agreements granting to any person or entity other than the Company or any of its subsidiaries any right to the possession, use, occupancy or enjoyment of any Real Property or any portion thereof; and (iiiiv) the current operation operations and use of the Real Properties does do not violate any statute, law, regulation, rule, ordinance, permit, requirement, order or decree now in effect; the use being made of each Real Property at present is in conformity with the certificate of occupancy issued for such Real Property; (iv) there are no existing, or to the knowledge of the Company, threatened, condemnation or eminent domain proceedings (or proceedings in lieu thereof) affecting the Real Properties or any portion thereof; (v) no default or breach exists under any of the covenants, conditions, restrictions, rights-of-way, or easements, if any, affecting all or any portion of a Real Property, which are to be performed or complied with by the Company or any of its subsidiaries; and (vi) all the buildings, structures, equipment and other tangible assets of the Company (whether owned or leased) are in normal operating condition (normal wear and tear excepted) and are fit for use in the ordinary course of business. (c) Neither Except as set forth in the Company Disclosure Statement, neither the Company nor any of its subsidiaries is obligated under or bound by any option, right of first refusal, purchase contract, or other contractual right to sell or dispose of any Owned Property or any portions thereof or interests therein which property, portions and interests, individually or in the aggregate, are material to the Company and its subsidiaries.portions

Real Estate Matters. (a) The Company Territory and LuxCo shall enter into, or cause their respective Subsidiaries to enter into, the agreements referred to on Schedule 9.10 hereof covering the assignment or making of Real Property Leases to LuxCo, Sub or any of their respective Subsidiaries, the subleasing of Leased Real Property to LuxCo, Sub or any of their respective Subsidiaries and/or the granting of licenses to occupy Leased Real Property to LuxCo, Sub or any of their respective Subsidiaries, in each case at the time of the Closing. Such agreements shall be substantially in the form of Exhibits F-1, F-2 and F-3, as applicable (or such other agreement (as described in the Local Structure Term Sheet) as is substantively equivalent under applicable law), with such deviations therefrom, or additions thereto, as are set forth or contemplated in such Schedule 9.10 or as are otherwise reasonably agreed upon by PwCIL, LuxCo and the Territory. Subject to the preceding sentence, such agreements shall be (i) an assignment and assumption agreement (Exhibit F-1) in cases where the Leased Real Property is either (A) a stand-alone location or (B) the predominant part of the space demised by the underlying lease and the parties intend that such location will become a stand-alone location, unless it is reasonably agreed by PwCIL, LuxCo, and the Territory to enter into a sublease or license agreement to facilitate the transaction without the necessity to obtain a landlord consent or to facilitate obtaining any required landlord consent; (ii) a sublease (Exhibit F-2) in cases where the Leased Real Property is (x) less than 75% of the space covered by the underlying lease, and a block or blocks of space occupied by LuxCo, Sub and/or their respective Subsidiaries, and (y) is segregated from blocks of space occupied by the Territory and/or its Subsidiaries, or unless it is reasonably agreed by PwCIL, LuxCo, and the Territory to enter into a license agreement to facilitate the transaction without the necessity to obtain a landlord consent or to facilitate obtaining any required landlord consent; (iii) a license agreement (Exhibit F-3) in cases where the Leased Real Property covers space occupied by LuxCo, Sub and/or their respective Subsidiaries that is not segregated from the space occupied by the Territory and/or its Subsidiaries; and (iv) in cases of an assignment under clause (i) where space covered by the underlying lease continues to be occupied by the Territory and/or its Subsidiaries, the assignee and the assignor (i.e., the Territory or its subsidiaries has goodSubsidiary, validas applicable) of the lease shall enter into a sublease-back (Exhibit F-2) or license-back agreement (Exhibit F-3), andas applicable under clause (ii) or clause (iii) whereby the Territory or its Subsidiary (as applicable) shall be the subtenant or licensee (as applicable), said Exhibits F-2 and F-3 being modified to the extent necessary to reflect, as applicable, a subletting-back or a license-back. Each assignment agreement shall be made for nominal consideration. Each sublease shall provide for rent, additional rent and other charges equal to the sublessee's proportionate share of the rent, additional rent and other charges payable under the applicable underlying lease. Each license agreement shall be for a license fee to be agreed upon by the parties, such license fee not to be less than the licensee's pro rata share of rent, additional rent and other charges payable under the applicable lease. (b) In any instance where the Territory or the applicable Subsidiary of the Territory is not able to provide to LuxCo, Sub or the applicable Subsidiary of LuxCo or Sub a lease, sublease or occupancy license in respect of a Real Property Lease for at least six (6) months after the Closing Date, and such Real Property Lease shall expire pursuant to its terms on any date during such period, the Territory or its Subsidiaries shall use reasonable best efforts to obtain an extension of such Real Property Lease for at least such six-month period (but not longer than one year without, in instances where a lease or sublease is to be assigned (or a sublease or a license agreement is to be made) to LuxCo, Sub or a Subsidiary of LuxCo or Sub, first obtaining LuxCo's written consent thereto). If any such extension shall be on changed terms and conditions that will increase LuxCo's, Sub's or their respective Subsidiaries' obligations or decrease their rights, such changes shall be subject to LuxCo's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In instances where a Real Property Lease is assigned, and the assignor thereof is not released by the landlord from liability under the assigned lease accruing on and after the effective date of the assignment, the request for the required landlord's consent to such assignment shall request that, in the case event of Owned Properties (as defined below)a tenant default under the lease after the effective date of the assignment, marketable fee title to: the landlord, simultaneously with the giving to the then tenant of notice of such default, shall simultaneously give notice of such default to such assignor, and (i) all afford assignor the right to cure such default and (ii) in the event of the material real property termination of the lease by reason of an uncured tenant default, afford assignor the right to enter into a new lease with landlord covering the leased premises, for a term commensurate with the terminated term of the terminated Real Property Lease, including any extant renewal options (the foregoing rights enumerated in clauses (i) and interests in real property owned by (ii) being collectively referred to as the Company or its subsidiaries"Rights"), except for properties sold or and otherwise disposed upon the same then-executory terms and conditions of the terminated Real Property Lease (as would have been applicable during the terminated term of such Real Property Lease). If a particular lease landlord shall refuse to afford such Rights to assignor, then provisions shall be inserted in the ordinary course Assignment and Assumption Agreement in the form of Exhibit F-1 providing, in effect, that the assignee (i) shall notify assignor, within two business days of assignee's receipt, of any tenant default notice given by landlord under the lease (the "Owned Properties"enclosing a copy of such landlord default notice therewith), and (ii) all unless assignee in such notice shall notify assignor that it is proceeding promptly (and actually does so proceed) to effectuate a cure of such default, that assignor shall have the right (but not the obligation) to enter into the leased premises to effectuate any necessary cure of such default. In the event the landlord will not consent to a particular assignment, but will consent to a sublease, then the parties shall enter into a sublease, and, in the event such sublease is of a stand-alone facility or a facility that is intended to be a stand-alone facility, then the sublease shall be modified so that the mutual recapture rights contained therein shall be deleted, but sublessor's reasonable approval rights of any assignment of the material leasehold estates in all real properties leased by the Company sublease or its subsidiaries, except leasehold interests terminated in the ordinary course sub-subletting of business (the "Leased Properties"; the Owned Properties and Leased Properties being sometimes referred to herein as the "Real Properties"), in each case free and clear of all mortgages, liens, security interests, easements, covenants, rights-of-way, subleases and other similar restrictions and encumbrances ("Encumbrances"), except for Encumbrances which, individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect. (b) Except to the extent that the inaccuracy of any of the following (or the circumstances giving rise to such inaccuracy), individually or in the aggregate, are not reasonably likely to have a Material Adverse Effect: (i) each of the agreements by which the Company has obtained a leasehold interest in each Leased Property (individually, a "Lease" and collectively, the "Leases") is in full force and effect in accordance with its respective terms and the Company or its subsidiary is the holder of the lessee's or tenant's interest thereunder; to the knowledge of the Company, there exists no default under any Lease and no circumstance exists which, with the giving of notice, the passage of time or both, is reasonably likely to result in such a default; the Company and its subsidiaries have complied with and timely performed all conditions, covenants, undertakings and obligations on their parts to be complied with or performed under each of the Leases; the Company and its subsidiaries have paid all rents and other charges to the extent due and payable under the Leases; (ii) there are no leases, subleases, licenses, concessions or any other contracts or agreements granting to any person or entity other than the Company or any of its subsidiaries any right to the possession, use, occupancy or enjoyment of any Real Property or any portion thereof; (iii) the current operation and use of the Real Properties does not violate any statute, law, regulation, rule, ordinance, permit, requirement, order or decree now in effect; the use being made of each Real Property at present is in conformity with the certificate of occupancy issued for such Real Property; (iv) there are no existing, or to the knowledge of the Company, threatened, condemnation or eminent domain proceedings (or proceedings in lieu thereof) affecting the Real Properties or any portion thereof; (v) no default or breach exists under any of the covenants, conditions, restrictions, rights-of-way, or easements, if any, affecting all or any portion of a Real Propertythe subleased premises, which are to be performed or complied with by the Company or any of its subsidiaries; and (vi) all the buildingsif contained therein, structures, equipment and other tangible assets of the Company (whether owned or leased) are in normal operating condition (normal wear and tear excepted) and are fit for use in the ordinary course of businessshall continue. (c) Neither The Territory will not, and will cause its Subsidiaries not to, amend, supplement, extend or otherwise modify any Real Property Lease so as to increase LuxCo's, Sub's or a Subsidiary's obligations or decrease its rights, without first obtaining LuxCo's written consent thereto, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that the Company nor Territory or the applicable Subsidiary may, without LuxCo's consent, extend a Real Estate Lease pursuant to paragraph (b) of this Section for a period of up to one year without any of its subsidiaries is obligated under or bound by any option, right of first refusal, purchase contract, or other contractual right to sell or dispose of any Owned Property or any portions thereof or interests therein which property, portions and interests, individually or change in the aggregate, are material to the Company terms and its subsidiariesconditions thereof.

Real Estate Matters. (a) The Company (or its subsidiaries the Company Subsidiaries as specified in Section 4.24(a)(i) or Section 4.24 (a)(ii) of the Disclosure Schedule, as the case may be) (i) has good, valid, and, valid and insurable title (subject to all matters disclosed in the case of Owned Properties (as defined title policies referenced in Section 4.24(f) below), marketable ) to the fee title to: (iinterest in the real property listed in Section 4.24(a)(i) all of the material real property and interests in real property owned by the Company or its subsidiaries, except for properties sold or otherwise disposed of in the ordinary course of business Disclosure Schedule (the "Owned PropertiesProperty"), and (ii) to the knowledge of the Company, has good and valid title to all of the material leasehold estates in all real properties leased by listed in Section 4.24(a)(ii) of the Company or its subsidiariesDisclosure Schedule (collectively, except leasehold interests terminated in the ordinary course of business (the "Leased Properties" or individually, a "Leased Property"; the Owned Properties Property and Leased Properties being sometimes collectively referred to herein in this Agreement as the "Real Properties" or individually as a "Real Property"), in each case case, to the knowledge of the Company as to the Leased Properties, free and clear of all mortgagesLiens. Neither the Company nor any Company Subsidiary owns, liensleases, security interestslicenses, easementsuses, covenantsoccupies or otherwise holds any interest in any real estate other than the Real Properties. No Person listed in Section D of the Disclosure Schedule owns, rights-of-wayleases, subleases and other similar restrictions and encumbrances ("Encumbrances")licenses, except for Encumbrances whichuses, individually occupies or otherwise holds any interest in any of the aggregate, are not reasonably likely to have a Material Adverse EffectReal Properties. (b) Except to the extent that the inaccuracy of any of the following (or the circumstances giving rise to such inaccuracy), individually or in the aggregate, ) are not reasonably likely to have a Material Adverse EffectEffect on the Company and the Company Subsidiaries, taken as a whole: (i) to the knowledge of the Company, each of the agreements by which the Company or a Company Subsidiary has obtained a leasehold interest in each a Leased Property (individually, a "Lease" and collectively, the "Leases") is in full force and effect in accordance with its respective terms and the Company or its subsidiary the respective Company Subsidiary shown as the tenant on Section 4.24(a)(ii) is the holder of the lessee's or tenant's interest thereunder; to the knowledge of the Company, there exists no default under any Lease and no circumstance exists (except for the Merger) which, with the giving of notice, the passage of time or both, is reasonably likely to result in such a default; the Company and its subsidiaries have complied with and timely performed all conditions, covenants, undertakings and obligations on their parts to be complied with or performed under each of the Leases; the Company and its subsidiaries have paid all rents and other charges to the extent due and payable under the Leases; (ii) there are no leases, subleases, licenses, concessions or any other contracts or agreements granting to any person or entity other than the Company or any of its subsidiaries the applicable Company Subsidiary any right to the possession, use, occupancy or enjoyment of any Real Property or any portion thereof; (iii) to the knowledge of the Company, the current operation and use of the Real Properties does not violate any statute, law, regulation, rule, ordinance, permit, requirement, order or decree now in effect; the use being made of each Real Property at present is in conformity with the certificate of occupancy occupancy, if any, issued for such Real Property; and (iv) there are no existing, or to the knowledge of the Company, threatened, condemnation or eminent domain proceedings (or proceedings in lieu thereof) affecting the Real Properties or any portion thereof; (v) no default or breach exists under any of the covenants, conditions, restrictions, rights-of-way, or easements, if any, affecting all or any portion of a Real Property, which are to be performed or complied with by the Company or any of its subsidiaries; and (vi) all the buildings, structures, equipment and other tangible assets of the Company (whether owned or leased) are in normal operating condition (normal wear and tear excepted) and are fit for use in the ordinary course of business. (c) Neither the Company nor any of its subsidiaries Company Subsidiary is obligated under or bound by any option, right of first refusal, purchase contract, or other contractual right or obligation to acquire, use or operate any real property nor to sell or dispose of any Owned Real Property or any portions thereof or interests therein therein. (d) Neither the Company nor any Company Subsidiary has transferred, sold, terminated or otherwise disposed of any real property interests for which the Company has any continuing liability with respect to such real property. This Section 4.24(d) does not apply to any environmental matters. (e) Any error, portions misstatement, omission or inaccuracy with respect to the representations set forth in this Section 4.24, viewed as if it were individually made without reference to Material Adverse Effect, and, with respect to Sections 4.24(a)(ii), 4.24(b)(i) and interests4.24(b)(iii), viewed as if made without qualification as to the knowledge of the Company, which either individually or collectively would result in a material ongoing impairment in the aggregateuse of, operation of, or material adverse financial arrangements with respect to (i) the Main Warehouse described in Section 4.24(a)(ii) of the Disclosure Schedule ("Main Warehouse"), (ii) the Home Office ("Home Office") described in Section 4.24(a)(i) of the Disclosure Schedule or (iii), when combined with any Leases that are material terminated by the landlords thereunder pursuant to provisions in such Leases permitting the landlords to do so based upon the Merger, any 10 or more of the other properties listed in Section 4.24(a)(i) or 4.24(a)(ii) of the Disclosure Schedule shall constitute a breach of representations and warranties of the Company in a manner having a Material Adverse Effect on the Company and its subsidiariesthe Company Subsidiaries, taken as a whole, under Paragraph (f) of Annex A. Material Adverse Effect on the Company and the Company Subsidiaries, taken as a whole, for all purposes of this Agreement. In addition, the determination of Material Adverse Effect under Section (f) of Annex A shall be made without the "knowledge of the Company" qualification in Sections 4.24(a)(ii), 4.24(b)(i) and 4.24(b)(iii). (f) The Company has provided to Parent prior to the execution of this Agreement historical title commitments and title policies obtained by the Company or any Company Subsidiary for the Real Properties listed in Section 4.24(a)(i) of the Disclosure Schedule. (g) Neither the Company nor any Company Subsidiary is in the process of committing to purchase, lease any, license, use, occupy or otherwise hold any interest in any real property.

Real Estate Matters. (a) The Company or its subsidiaries has good, valid, and, in the case of Owned Properties (as defined below), marketable fee and insurable title to: (i) the fee interest in the real property listed (together with all agreements having a bearing on the Company s costs therewith, or occupancy or operation thereof) in Section 3.24(a)(i) of the material real property and interests in real property owned by the Company or its subsidiaries, except for properties sold or otherwise disposed of in the ordinary course of business Disclosure Schedule (the "Owned PropertiesProperty"), and (ii) all of the material leasehold estates in all real properties leased by listed (together with all agreements having a bearing on the Company s costs therewith, or its subsidiariesoccupancy or operation thereof) in Section 3.24(a)(ii) of the Disclosure Schedule (collectively, except leasehold interests terminated in the ordinary course of business (the "Leased PropertiesProperties or individually, a "Leased Property"; the Owned Properties Property and Leased Properties being sometimes collectively referred to herein in this Agreement as the "Real Properties" or individually as a "Real Property"), in each case free and clear of all mortgages, liens, security interests, easements, covenants, rights-of-way, subleases and other similar restrictions and encumbrances ("Encumbrances" or individually, an "Encumbrance"), except for Encumbrances (x) set forth in the copies of title commitments delivered to Parent for the Real Properties listed in Sections 3.24(a)(i) and 3.24(a)(ii) of the Disclosure Schedule or (y) which, individually or in the aggregate, are not reasonably likely to have a Material Adverse EffectEffect on the Company. The Company neither owns, leases, licenses, uses, occupies or otherwise holds any interest in any real estate other than the Real Properties. (b) Except to the extent that the inaccuracy of any of the following (or the circumstances giving rise to such inaccuracy), individually or in the aggregate, are not reasonably likely to have a Material Adverse EffectEffect on the Company: (i) each of the agreements by which the Company has obtained a leasehold interest in each a Leased Property (individually, a "Lease" and collectively, the "Leases") is in full force and effect in accordance with its respective terms and the Company or its subsidiary is the holder of the lessee's or tenant's interest thereunder; to the knowledge of the Company, there exists no default under any Lease and no circumstance exists which, with the giving of notice, the passage of time or both, is reasonably likely to result in such a defaultdefault including, without limitation, the transactions contemplated by this Agreement; the Company and its subsidiaries have has complied with and timely performed all conditions, covenants, undertakings and obligations on their parts its part to be complied with or performed under each of the Leases; the Company and its subsidiaries have has paid all rents and other charges to the extent due and payable under the Leases; (ii) other than as described in Section 3.24(b) of the Disclosure Schedule, there are no leases, subleases, licenses, concessions or any other contracts or agreements granting to any person or entity other than the Company or any of its subsidiaries any right to the possession, use, occupancy or enjoyment of any Real Property or any portion thereof; (iii) the current operation and use of the Real Properties does not violate any statute, law, regulation, rule, ordinance, permit, requirement, order or decree now in effect; the use being made of each Real Property at present is in conformity with the certificate of occupancy occupancy, if any, issued for such Real Property; (iv) there are no existing, or to the knowledge of the Company, threatened, condemnation or eminent domain proceedings (or proceedings in lieu thereof) affecting the Real Properties or any portion thereof; (v) no default or breach exists under any of the covenants, conditions, restrictions, rights-of-way, or easements, if any, affecting all or any portion of a Real Property, which are to be performed or complied with by the Company or any of its subsidiariesCompany; and (vi) all the buildings, structures, equipment and other tangible assets of the Company (whether owned or leased) are in normal operating condition (normal wear and tear excepted) and are fit for use in the ordinary course of businessbusiness of the Company. (c) Neither the The Company nor any of its subsidiaries is not obligated under or bound by any option, right of first refusal, purchase contract, or other contractual right or obligation to acquire, use or operate any real property not listed in Sections 3.24(a)(i) or 3.24(a)(ii) of the Disclosure Schedule nor to sell or dispose of any Owned Real Property or any portions thereof or interests therein therein. (d) Other than as disclosed in Section 3.24(d) of the Disclosure Schedule, the Company has not transferred, sold, terminated or otherwise disposed of any real property interests for which the Company has any continuing liability with respect to such real property. (e) Any error, portions and interestsmisstatement, omission or inaccuracy with respect to the representations set forth in this Section 3.24, viewed as if it were individually made without reference to Material Adverse Effect, which either individually or collectively would result in a material ongoing impairment in the aggregateoperation of, are or material adverse financial arrangements with respect to, one or more of the Real Properties as a warehouse, a specialty store or a department store, as the case may be, shall constitute a Material Adverse Effect. (f) The Company has provided to Parent prior to the Company and its subsidiariesexecution of this Agreement title commitments for all Real Properties listed in Sections 3.24(a)(i) or 3.24(a)(ii) of the Disclosure Schedule except with respect to the downtown Salt Lake City auto service center.