Common use of Real Properties and Leased Premises Clause in Contracts

Real Properties and Leased Premises. (a) Schedule 3.2(38)(a) lists all Real Properties owned in whole or in part by the Purchaser and sets forth the legal descriptions. (b) The Purchaser is the absolute beneficial owner of, and has good and marketable title in fee simple to each of the Real Properties, free and clear of any and all Encumbrances, except for the Permitted Encumbrances. Complete and correct copies of all documents creating those Permitted Encumbrances which affect the Real Properties have been made available to the Vendors. Except as otherwise disclosed in Schedule 3.2(38)(a), none of the Real Properties is leased or licensed, in whole or in part, to any other person. (c) Schedule 3.2(38)(a) describes all Leases under which the Purchaser leases or subleases any real property as lessee or sublessee (hereinafter in this Section 3.2(38) referred to as the “Lessee”). Other than the Leases, the Purchaser is not a party to or is bound, as Lessee, by any lease, sublease, license or other instrument relating to real property. Complete and correct copies of the Leases have been made available to the Vendors. The Leases are in full force and effect, unamended. The Lessee under each Lease is exclusively entitled to all rights and benefits as Lessee under such Lease, and no Lessee has sublet, assigned, licensed or otherwise conveyed any rights in any of the Leased Premises or in any of the Leases to any other person. (d) All rental and other payments and other obligations required to be paid and performed by the Lessee pursuant to each of the Leases have been duly paid and performed. The Lessee is not in default of any of its obligations under any of the Leases and, to the knowledge of the Purchaser, none of the landlords or other parties to the Leases are in default of any of their obligations under any of the Leases. No waiver, indulgence or postponement of the Lessee’s obligations under any of the Leases has been granted by the landlord thereunder. There exists no event of default on the part of the Lessee under any Lease or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default under the Lease. None of the terms and conditions of any of the Leases will be affected by, nor will any of the Leases be in default as a result of, the completion of the Transactions, and all Consents of landlords or other parties to the Leases required in order to complete the Transactions have been obtained, or will have been obtained by the Closing Time, and are, or once obtained will be, in full force and effect. (e) The use by the Purchaser of each of the Real Properties and Leased Premises is not in breach of any Laws, including any building, zoning or other statutes or any official plan, or any covenants, restrictions, rights or easements, affecting such Real Property or Leased Premises. All buildings, structures and improvements situated on any of the Real Properties, and those situated on any of the Leased Premises, are located wholly within the boundaries of such Real Property or Leased Premises, as applicable, and comply with all Laws, covenants, restrictions, rights and easements affecting the same. There are no outstanding work orders, non-compliance orders, deficiency notices or other such notices relative to any of the Real Properties or Leased Premises. No part of any of the Real Properties or Leased Premises has been condemned, taken or expropriated by any Regulatory Authority, nor has any notice or proceeding in respect thereof been given, commenced or threatened. Each of the Real Properties and Leased Premises is fully serviced by utilities having adequate capacities for the normal operations of the Purchaser Business. Each of the Real Properties and Leased Premises has adequate rights of access to and from public streets or highways for the normal operations of the Purchaser Business and there is no fact or circumstance which could result in the termination or restriction of such access. There is no defect or condition affecting any of the Real Properties or Leased Premises (or the soil or subsoil thereof) or any adjoining property which would impair the current use of such Real Property or Leased Premises. (f) No amounts including, without limitation, municipal property Taxes, local improvement Taxes, levies or assessments, are owing by the Purchaser in respect of any of the Real Properties or the Leased Premises to any Regulatory Authority or public utility, other than current accounts which are not in arrears. There are no outstanding appeals on assessments which have been issued or raised by any Regulatory Authority or by the Purchaser concerning any realty, business or other Taxes with respect to any of the Real Properties or Leased Premises. All amounts for labour or materials supplied to or on behalf of the Purchaser relating to the construction, alteration or repair of or on any of the Real Properties or Leased Premises have been paid in full and, to the knowledge of the Purchaser, no one has filed or has a right to file any construction, builders’, mechanics’ or similar liens. (g) To the knowledge of the Purchaser, the buildings and structures comprising the Real Properties and the Leased Premises are free of any structural defect. The heating, ventilating, plumbing, drainage, electrical and air conditioning systems and all other systems used in any of the Real Properties or the Leased Premises are in good working order, fully operational and free of any defect, except for normal wear and tear.

Real Properties and Leased Premises. Except as set out in Schedule 3.4(3) of the Triani Disclosure Letter: (a) Schedule 3.2(38)(a) lists all Real Properties owned The Company does not own any real property and the Company has no interest in whole or in part by the Purchaser and sets forth the legal descriptionsany real property. (b) The Purchaser is the absolute beneficial owner of, and has good and marketable title in fee simple to each Schedule 3.4(3) of the Real PropertiesTriani Disclosure Letter describes all leases or agreements to lease under which the Company leases any real or immovable property (collectively, free the “Leases”). The names of the other parties to the Leases, the description of the Leased Premises, the term, rent, security deposits, prepaid rent and clear of any other amounts payable under the Leases and all Encumbrances, except for renewal options available under the Permitted EncumbrancesLeases are accurately described in Schedule 3.4(3) of the Triani Disclosure Letter. Complete and correct copies Copies of all documents creating those Permitted Encumbrances which affect the Real Properties Leases have been made available provided to the Vendors. Except as otherwise disclosed in Schedule 3.2(38)(a), none of the Real Properties is leased or licensed, in whole or in part, to any other personPurchaser. (c) Schedule 3.2(38)(a) describes all Leases under which the Purchaser leases or subleases any real property as lessee or sublessee (hereinafter in this Section 3.2(38) referred to as the “Lessee”). Other than the Leases, the Purchaser is not a party to or is bound, as Lessee, by any lease, sublease, license or other instrument relating to real property. Complete and correct copies of the Leases have been made available to the Vendors. The Leases are in full force and effect, unamended. The Lessee under each Lease Company is exclusively entitled to all rights and benefits as Lessee lessee under such Leasethe Leases, and no Lessee the Company has not sublet, assigned, licensed or otherwise conveyed any rights in any of the premises subject to the Leases (the “Leased Premises Premises”) or in any of the Leases to any other personPerson. (d) All Except as set forth in Schedule 3.4(3) of the Triani Disclosure Letter, all rental and other payments and other obligations required to be paid and performed by the Lessee Company pursuant to each of the Leases are expressly set out in the Leases and have been duly paid and performed. The Lessee Company is not in default of any of its obligations under any of the Leases and, to the knowledge of the PurchaserVendors’ knowledge, none of the landlords or other parties to the Leases are in default of any of their obligations under any the Leases. (e) Except as set forth in Schedule 3.4(3) of the Leases. No waiverTriani Disclosure Letter, indulgence or postponement of the Lessee’s obligations under any of the Leases has been granted by the landlord thereunder. There exists no event of default on the part of the Lessee under any Lease or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default under the Lease. None of the terms and conditions of any of the Leases will not be affected by, nor will any of the Leases be in default as a result of, the completion of the Transactions, and all Consents of landlords or other parties to the Leases required in order to complete the Transactions have been obtained, or will have been obtained by the Closing Time, and are, or once obtained will be, in full force and effectPurchase. (ef) The use by There are no agreements with any real estate broker, leasing agent or other Person that entitles or will entitle such Person to any brokerage commission or payment or finder’s fee from the Purchaser of each Company as a result of the Real Properties and Leased Premises is not in breach leasing, sub-leasing or licensing of any Laws, including any building, zoning or other statutes or any official plan, or any covenants, restrictions, rights or easements, affecting such Real Property or Leased Premises. All buildings, structures and improvements situated on any of the Real Properties, and those situated on any of the Leased Premises, are located wholly within the boundaries of such Real Property or Leased Premises, as applicable, and comply with all Laws, covenants, restrictions, rights and easements affecting the same. There are no outstanding work orders, non-compliance orders, deficiency notices or other such notices relative to any of the Real Properties or Leased Premises. . (g) No part of any of the Real Properties or Leased Premises has been condemned, taken or expropriated by any Regulatory Authority, nor has any notice or proceeding in respect thereof been given, commenced or threatened. Each of the Real Properties and Leased Premises is fully serviced by utilities having adequate capacities for subject to any building or use restriction that restricts or prevents the normal operations use and operation of the Purchaser Leased Premises for its current use in connection with the Business. Each . (h) Except as set forth in Schedule 3.4(3) of the Real Properties and Triani Disclosure Letter, there are no work orders from any Governmental Authority outstanding against the Leased Premises adversely affecting the Business, and the Company has adequate rights not received any work order deficiency notice, request or written advice of access to and from public streets or highways for the normal operations any breach of any Applicable Law in respect of the Purchaser Business and there is foregoing from any Governmental Authority which could, if not corrected, become a work order or could require performance of work or expenditure of money to correct. (i) The Company has no fact or circumstance which could result in the termination or restriction of such access. There is no defect or condition affecting any outstanding application for a re-zoning of the Real Properties or Leased Premises (and to the Vendors’ Knowledge, there are no proposed or pending change to any zoning affecting the soil or subsoil thereof) or any adjoining property which would impair the current use of such Real Property or Leased Premises. (fj) No amounts including, without limitation, municipal property Taxes, local improvement Taxes, levies or assessments, are owing by the Purchaser Except as set out in respect of any Schedule 3.4(3) of the Real Properties Triani Disclosure Letter, the Company is not presently negotiating (or the Leased Premises to any Regulatory Authority or public utility, other than current accounts which are not in arrears. There are no outstanding appeals on assessments which have been issued or raised by any Regulatory Authority or by the Purchaser concerning any realty, business or other Taxes with respect to any of the Real Properties or Leased Premises. All amounts for labour or materials supplied to or on behalf of the Purchaser relating to the construction, alteration or repair of or on any of the Real Properties or Leased Premises have been paid in full and, to the knowledge of the Purchaser, no one has filed contemplates negotiating or has a right committed to file negotiate) any constructionnew lease, builders’occupancy agreements, mechanics’ letters of intent or similar lienspurchase agreements for any new sites or locations for the conduct of its business. (g) To the knowledge of the Purchaser, the buildings and structures comprising the Real Properties and the Leased Premises are free of any structural defect. The heating, ventilating, plumbing, drainage, electrical and air conditioning systems and all other systems used in any of the Real Properties or the Leased Premises are in good working order, fully operational and free of any defect, except for normal wear and tear.

Real Properties and Leased Premises. (a) Schedule 3.2(38)(a) lists all The Vendor does not own, nor has it ever owned, any Real Properties owned in whole Property and the Vendor is not a party to or in part bound by the Purchaser and sets forth the legal descriptionsany Contracts to purchase or acquire any real property. (b) The Purchaser is the absolute beneficial owner of, and has good and marketable title in fee simple to each of the Real Properties, free and clear of any and all Encumbrances, except for the Permitted Encumbrances. Complete and correct copies of all documents creating those Permitted Encumbrances which affect the Real Properties have been made available to the Vendors. Except as otherwise disclosed in Schedule 3.2(38)(a), none of the Real Properties is leased or licensed, in whole or in part, to any other person. (c3.1(28)(b) Schedule 3.2(38)(a) describes lists all Leases included in the Purchased Assets under which the Purchaser Vendor leases or subleases any real property as lessee or sublessee (hereinafter in this Section 3.2(38) referred to as the “Lessee”)sublessee. Other than the Leases, the Purchaser Vendor is not a party to or is bound, as Lesseelessee, by any lease, sublease, license or other instrument relating to real property. Complete and correct copies of the Leases have been made available provided to the VendorsPurchaser. The Leases are in full force and effect, unamended. The Lessee under each Lease Vendor is exclusively entitled to all rights and benefits as Lessee lessee under such Lease, and no Lessee the Vendor has not sublet, assigned, licensed or otherwise conveyed any rights in any of the Leased Premises or in any of the Leases to any other person. (dc) All rental and other payments and other obligations required to be paid and performed by the Lessee Vendor pursuant to each of the Leases have been duly paid and performed. The Lessee Vendor is not in default of any of its obligations under any of the Leases and, to the best knowledge of the PurchaserVendor, none of the landlords or other parties to the Leases are in default of any of their obligations under any of the Leases. No waiver, indulgence or postponement of the LesseeVendor’s obligations under any of the Leases has been granted by the landlord thereunder. There exists no event of default on the part of the Lessee under any Lease or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default under the Lease. None of the terms and conditions of any of the Leases will be affected by, nor will any of the Leases be in default as a result of, the completion of the Transactions, and all Consents of landlords or other parties to the Leases required in order to complete the Transactions have been obtained, or will have been obtained by the Closing Time, and are, or once obtained will be, in full force and effect. (ed) The use by the Purchaser of each Vendor of the Real Properties and Leased Premises is not not, to the best knowledge of the Vendor, in breach of any Laws, including any building, zoning or other statutes or any official plan, or any covenants, restrictions, rights or easements, affecting such Real Property or Leased Premises. All To the best knowledge of the Vendor, (i) all buildings, structures and improvements situated on any of the Real Properties, and those situated on any of the Leased Premises, Premises are located wholly within the boundaries of such Real Property or Leased Premises, as applicable, and (ii) comply with all Laws, covenants, restrictions, rights and easements affecting the same. There are no outstanding work orders, non-compliance orders, deficiency notices or other such notices relative to any of the Real Properties or Leased Premises. No part of any of the Real Properties or The Leased Premises has been condemned, taken or expropriated by any Regulatory Authority, nor has any notice or proceeding in respect thereof been given, commenced or threatened. Each of the Real Properties and Leased Premises is are fully serviced by utilities having adequate capacities for the normal operations of the Purchaser Business. Each of the Real Properties and The Leased Premises has have adequate rights of access to and from public streets or highways for the normal operations of the Purchaser Business and there is no fact or circumstance which could result in the termination or restriction of such access. There is no defect or condition affecting any of the Real Properties or Leased Premises (or the soil or subsoil thereof) or any adjoining property which would impair the current use of such Real Property or Leased PremisesBusiness. (fe) No amounts including, without limitation, municipal property Taxes, local improvement Taxes, levies or assessments, are owing by the Purchaser Vendor in respect of any of the Real Properties or the Leased Premises to any Regulatory Authority or public utility, other than current accounts which are not in arrears. There are no outstanding appeals on assessments which have been issued or raised by any Regulatory Authority or by the Purchaser Vendor concerning any realty, business or other Taxes with respect to any of the Real Properties or Leased Premises. All amounts for labour or materials supplied to or on behalf of . (f) To the Purchaser relating to the construction, alteration or repair of or on any of the Real Properties or Leased Premises have been paid in full and, to the best knowledge of the Purchaser, no one has filed or has a right to file any construction, builders’, mechanics’ or similar liens. (g) To the knowledge of the PurchaserVendor, the buildings and structures comprising the Real Properties and the Leased Premises are free of any structural defect. The heating, ventilating, plumbing, drainage, electrical and air conditioning systems and all other systems used in any of the Real Properties or the Leased Premises are in good working order, fully operational and free of any defect, except for normal wear and tear.

Real Properties and Leased Premises. (a) Schedule 3.2(38)(a3.1(28)(32)(33) lists all Real Properties owned in whole or in part by the Purchaser Corporation and sets forth the legal descriptions. There are no Contracts to sell, transfer or otherwise dispose of any of the Real Properties, or to purchase or acquire any real properties other than the Real Properties, or which would restrict the ability of the Corporation to acquire or transfer any of the Real Properties. (b) The Purchaser Corporation is the absolute beneficial owner of, and has good and marketable title in fee simple to each of the Real Properties, free and clear of any and all Encumbrances, except for the Permitted Encumbrances. Complete and correct copies of all documents creating those Permitted Encumbrances which affect the Real Properties have been made available provided to the VendorsPurchaser. Except as otherwise disclosed in Schedule 3.2(38)(a3.1(28)(32)(33), none of the Real Properties is leased leased, subject to an usufruct, subject to an easement, or licensedlicenced, in whole or in part, to any other person. (c) Schedule 3.2(38)(a3.1(28)(32)(33) describes all Leases under which the Purchaser Corporation leases or subleases any real property as lessee or sublessee (hereinafter in this Section 3.2(38) section referred to as the “Lessee”). Other than the Leases, the Purchaser Corporation is not a party to or is not bound, as Lessee, by any lease, sublease, license or other instrument relating to real property. Complete and correct copies of the Leases have been made available provided to the VendorsPurchaser. The Leases are in full force and effect, unamended. The Lessee under each Lease is exclusively entitled to all rights and benefits as Lessee under such Lease, and no Lessee has sublet, assigned, licensed or otherwise conveyed any rights in any of the Leased Premises or in any of the Leases to any other person. (d) All rental and other payments and other obligations required to be paid and performed by the Lessee pursuant to each of the Leases have been duly paid and performed. The Lessee is not in default of any of its obligations under any of the Leases and, to the knowledge of the Purchaser, and none of the landlords or other parties to the Leases are in default of any of their obligations under any of the Leases. No waiver, indulgence or postponement of the Lessee’s obligations under any of the Leases has been granted by the landlord thereunder. There exists no event of default on the part of the Lessee under any Lease or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default under the Lease. None of the terms and conditions of any of the Leases will be affected by, nor will any of the Leases be in default as a result of, the completion of the Transactions, and all Consents of landlords or other parties to the Leases required in order to complete the Transactions have been obtained, or will have been obtained by the Closing Time, and are, or once obtained will be, in full force and effect. (e) The use by the Purchaser Corporation of each of the Real Properties and Leased Premises is not in breach of any Laws, including any building, zoning or other statutes or any official plan, or any covenants, restrictions, rights or easements, affecting such Real Property or Leased Premises. All buildings, structures and improvements situated on any of the Real Properties, and those situated on any of the Leased Premises, are located wholly within the boundaries of such Real Property or Leased Premises, as applicable, and comply with all Laws, covenants, restrictions, rights and easements affecting the same. There are no outstanding work orders, non-compliance orders, deficiency notices or other such notices relative to any of the Real Properties or Leased Premises. No part of any of the Real Properties or Leased Premises has been condemned, taken or expropriated by any Regulatory Authority, nor has any notice or proceeding in respect thereof been given, commenced or threatened. Each of the Real Properties and Leased Premises is fully serviced by utilities having adequate capacities for the normal operations of the Purchaser Business. Each of the Real Properties and Leased Premises has adequate rights of access to and from public streets or highways for the normal operations of the Purchaser Business and there is no fact or circumstance which could result in the termination or restriction of such access. There is no defect or condition affecting any of the Real Properties or Leased Premises (or the soil or subsoil thereof) or any adjoining property which would impair the current use of such Real Property or Leased Premises. (f) No amounts including, without limitation, municipal property Taxes, local improvement Taxes, levies or assessments, are owing by the Purchaser Corporation in respect of any of the Real Properties or the Leased Premises to any Regulatory Authority or public utility, other than current accounts which are not in arrears. There are no outstanding appeals on assessments which have been issued or raised by any Regulatory Authority or by the Purchaser Corporation concerning any realty, business or other Taxes with respect to any of the Real Properties or Leased Premises. All amounts for labour or materials supplied to or on behalf of the Purchaser Corporation relating to the construction, alteration or repair of or on any of the Real Properties or Leased Premises have been paid in full and, to the knowledge of the Purchaser, and no one has filed or has a right to file any construction, builders’, mechanics’ or similar liens. (g) To the knowledge of the Purchaser, the The buildings and structures comprising the Real Properties and the Leased Premises are free of any structural defect. The heating, ventilating, plumbing, drainage, electrical and air conditioning systems and all other systems used in any of the Real Properties or the Leased Premises are in good working order, fully operational and free of any defect, except for normal wear and tear.

Real Properties and Leased Premises. (a) Schedule 3.2(38)(a) P of the Disclosure Statement lists all Real Properties included in the Purchased Assets which are owned in whole or in part by the Purchaser Vendor and sets forth the legal descriptions. There are no Contracts to sell, transfer or otherwise dispose of any of the Real Properties, or to purchase or acquire any real properties other than the Real Properties, or which would restrict the ability of the Vendor to transfer any of the Real Properties. (b) The Purchaser Vendor is the absolute beneficial owner of, and has good and marketable title in fee simple to each of the Real Properties, free and clear of any and all Encumbrances, except for the Permitted EncumbrancesEncumbrances or would otherwise not have a Material Adverse Effect. Complete and correct copies of all documents creating those Permitted Encumbrances which affect the Real Properties have been made available provided to the VendorsPurchaser. Except as otherwise disclosed in Schedule 3.2(38)(a)Q of the Disclosure Statement, none of the Real Properties is leased or licensed, in whole or in part, to any other person. (c) Schedule 3.2(38)(a) R of the Disclosure Statement describes all Leases included in the Purchased Assets under which the Purchaser Vendor leases or subleases any real property as lessee or sublessee (hereinafter in this Section 3.2(383.1(29) referred to as the “Lessee”). Other than the Leases, the Purchaser Vendor is not a party to or is bound, as Lessee, by any lease, sublease, license or other instrument relating to real property. Complete and correct copies of the Leases have been made available provided to the VendorsPurchaser. The To the knowledge of Vendor, the Leases are in full force and effect, unamended. The To the knowledge of Vendor, the Lessee under each Lease is exclusively entitled to all rights and benefits as Lessee under such Lease, and no Lessee has sublet, assigned, licensed or otherwise conveyed any rights in any of the Leased Premises or in any of the Leases to any other person. (d) All To the knowledge of Vendor, all rental and other payments and other obligations required to be paid and performed by the Lessee pursuant to each of the Leases have been duly paid and performedperformed except as would otherwise not have a Material Adverse Effect. The To the knowledge of Vendor, the Lessee is not in material default of any of its obligations under any of the Leases and, to the knowledge of the Purchaser, and none of the landlords or other parties to the Leases are in material default of any of their obligations under any of the Leases. No To the knowledge of Vendor, no written waiver, indulgence or postponement of the Lessee’s obligations under any of the Leases has been granted by the landlord thereunder. There To the knowledge of Vendor, there exists no event of material default on the part of the Lessee under any Lease or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default under the Lease. None To the knowledge of Vendor, none of the terms and conditions of any of the Leases will be affected by, nor will any of the Leases be in default as a result of, the completion of the Transactions, and all Consents of landlords or other parties to the Leases required in order to complete the Transactions have been obtained, or will have been obtained by the Closing Time, and are, or once obtained will be, in full force and effect. (e) The To the knowledge of Vendor, the use by the Purchaser Vendor of each of the Real Properties and Leased Premises is not in breach of any Laws, including any building, zoning or other statutes or any official plan, or any covenants, restrictions, rights or easements, affecting such Real Property or Leased Premises. All To the knowledge of Vendor, all buildings, structures and improvements situated on any of the Real Properties, and those situated on any of the Leased Premises, are located wholly within the boundaries of such Real Property or Leased Premises, as applicable, and comply with all Laws, covenants, restrictions, rights and easements affecting the same. There To the knowledge of Vendor, there are no outstanding work orders, non-compliance orders, deficiency notices or other such notices relative to any of the Real Properties or Leased Premises. No part of any of the Real Properties or Leased Premises has been condemned, taken or expropriated by any Regulatory Authority, nor has any notice or proceeding in respect thereof been given, commenced or threatened. Each of the Real Properties and Leased Premises is fully serviced by utilities having adequate capacities for the normal operations of the Purchaser Business. Each of the Real Properties and Leased Premises has adequate rights of access to and from public streets or highways for the normal operations of the Purchaser Business and there is no fact or circumstance which could result in the termination or restriction of such access. There is no defect or condition affecting any of the Real Properties or Leased Premises (or the soil or subsoil thereof) or any adjoining property which would impair the current use of such Real Property or Leased Premises. (f) No amounts including, without limitation, municipal property Taxes, local improvement Taxes, levies or assessments, are owing by the Purchaser in respect of any of the Real Properties or the Leased Premises to any Regulatory Authority or public utility, other than current accounts which are not in arrears. There are no outstanding appeals on assessments which have been issued or raised by any Regulatory Authority or by the Purchaser concerning any realty, business or other Taxes with respect to any of the Real Properties or Leased Premises. All amounts for labour or materials supplied to or on behalf of the Purchaser relating to the construction, alteration or repair of or on any of the Real Properties or Leased Premises have been paid in full and, to the knowledge of the Purchaser, no one has filed or has a right to file any construction, builders’, mechanics’ or similar liens. (g) To the knowledge of the Purchaser, the buildings and structures comprising the Real Properties and the Leased Premises are free of any structural defect. The heating, ventilating, plumbing, drainage, electrical and air conditioning systems and all other systems used in any of the Real Properties or the Leased Premises are in good working order, fully operational and free of any defect, except for normal wear and tear.Leased