Common use of Real Properties Clause in Contracts

Real Properties. (a) The Company or the Subsidiaries own (i) fee simple title to each of the real properties identified in Section 3.13(a) of the Disclosure Schedule (the "Fee Properties") and (ii) a leasehold estate that is created under the real property leases (including all amendments, supplements and modifications thereto) identified in Section 3.13(c) of the Disclosure Schedule (the "Real Property Leases") and all of the buildings, structures and other improvements located thereon, if so indicated, which are all of the real estate properties owned, leased, used or occupied by them (collectively, the "Company Properties"). (b) Except as set forth in Section 3.13(b) of the Disclosure Schedule, no other Person has any ownership interest in any of the Fee Properties and/or Real Property Leases, and there are no encumbrances, easements, liens, rights, mortgages or deeds of trust, options, leases, subleases, licenses, claims against title, charges which are liens, security interests or other encumbrances on title ("Encumbrances") which, with respect to each Company Property, would materially interfere with or prohibit the present use thereof. To the knowledge of the Company, none of the Company Properties are located within a flood plain, any designated wetlands or similar areas. To the knowledge of the Company, none of the buildings, structures or other improvements (including parking lots and roadways) comprising the Company Properties encroach on any public or private lands or easements and rights-of- way or violate any building lines or setback requirements. (c) Section 3.13(c) of the Disclosure Schedule sets forth a true, accurate and complete list of all of the Real Property Leases and the parties thereto, annual rental, expiration date, renewal options and location of the Company Properties governed by such Real Property Leases. True, accurate and complete copies of the Real Property Leases (including all riders, schedules and exhibits thereto and amendments thereof), together with the Company's complete file pertaining to each of such Real Property Leases, have been made available to Parent. Each of the Real Property Leases is valid, binding, enforceable and in full force and effect and has not been modified or supplemented orally except as disclosed in Section 3.13(c) of the Disclosure Schedule. Except as set forth in Schedule 3.13(c) of the Disclosure Schedule, there exists no default under any Real Property Lease by the Company or any Subsidiary, nor any event which with notice or lapse of time or both would constitute a default thereunder by the Company, any Subsidiary or any landlord thereunder except as would not materially and adversely affect the use of the property by the Company or the Subsidiary, as the case may be. (d) Except as provided in Section 3.13(d) of the Disclosure Schedule, to the knowledge of Company (i) no condemnation or rezoning proceedings are pending or threatened with respect to any of the Company Properties and (ii) no zoning, building or similar law, code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the Company Properties in the manner such Company Properties, buildings and improvements are currently maintained, operated and used or by the continued maintenance, operation or use of the parking areas except for violations, with respect to each Company Property, which would not materially interfere with or prohibit the present use of such Company Property. The Company Properties are not subject to any rights of way, written agreements, laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively "Property Restrictions") or Encumbrances, except for (i) Property Restrictions and Encumbrances set forth in Section 3.13(d) of the Disclosure Schedule and (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, which do not materially adversely affect the current use of any Company Property and which permit the use of the Company Properties for their current uses and would permit the operation of a retail pharmacy thereon. (e) Except as provided in Section 3.13(e) of the Disclosure Schedule, the Company has no knowledge (i) that any certificate, permit or license from any governmental authority having jurisdiction over any of the Company Properties or any agreement, easement or other right which is necessary to permit the lawful use and operation of the buildings and improvements on any of the Company Properties in the manner such Company Properties, buildings and improvements are currently maintained, operated and used has not been obtained and is not in full force and effect, or of any pending threat of modification or cancellation of any of same which would have a material adverse effect on such Company Property, (ii) of any written notice of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement materially and adversely affecting any of the Company Properties issued by any governmental authority, (iii) of any material defects relating to any Company Property which, if known to a potential buyer, would have a material adverse effect on the market value of such Company Property, (iv) of any Company Property whose building systems are not in working order so as to have a material adverse effect on such Company Property, or (v) of any physical damage to any Company Property which would have a material adverse effect on such Company Property for which there is no insurance in effect covering the cost of the restoration. To the knowledge of the Company, all public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to each of the Company Properties to support the current use and operations thereon and all such utilities are located either within the boundaries of the Company Properties, lands dedicated to public use or within a recorded perpetual easement for such purpose. To the knowledge of the Company, each of the Company Properties has direct legal vehicular access to and from publicly dedicated streets. (f) Except as set forth in Section 3.13(f) of the Disclosure Schedule, neither the execution, delivery and performance by the Company or the Subsidiaries of this Agreement or any other agreements executed by the Company or the Subsidiaries in connection with the transactions contemplated by this Agreement nor the consummation of such transactions will (i) violate, conflict with, result in a breach of, result in a default under or noncompliance with, create rights of acceleration, termination or cancellation, or cause any forfeiture or impairment of any rights under, the Real Property Leases or under any agreement relating to the Real Property Leases or any of the Company Properties or (ii) require the consent, approval or act of, or the making of any filing with, any Person under the Real Property Leases or any agreement relating to the Real Property Leases or any of the Company Properties. Except as set forth in Section 3.13(f) of the Disclosure Schedule, none of the Company Properties is subject to any restriction on the sale, disposition, transfer, change in control or financing thereof or release of financing thereon.

Real Properties. (a) The Neither the Company or the nor any of its Subsidiaries own (i) fee simple title to each of the owns any real properties identified in Section 3.13(a) of the Disclosure Schedule (the "Fee Properties") and (ii) a leasehold estate that is created under the real property leases (including all amendments, supplements and modifications thereto) identified in Section 3.13(c) of the Disclosure Schedule (the "Real Property Leases") and all of the buildings, structures and other improvements located thereon, if so indicated, which are all of the real estate properties owned, leased, used or occupied by them (collectively, the "Company Properties")property. (b) Except as set forth in Section 3.13(bSchedule 2.13(b) contains a complete and accurate list of the Disclosure Schedule, no other Person has any ownership interest in any of the Fee Properties and/or Real Property Leases, and there are no encumbrances, easements, liens, rights, mortgages or deeds of trust, options, all leases, subleases, licenses, claims against titleoccupancy agreements or other, charges similar agreements, and all modifications, amendments and supplements thereto (collectively, the “Real Property Leases”), under which are liens, security interests or other encumbrances on title ("Encumbrances") which, with respect to each Company Property, would materially interfere with or prohibit the present use thereof. To the knowledge of the Company, none of the Company Properties are located within a flood plainor any of its Subsidiaries uses, occupies or operates any designated wetlands or similar areasreal property (the “Leased Real Property”). To the knowledge of the Company, none of the buildings, structures or other improvements (including parking lots and roadways) comprising the Company Properties encroach on any public or private lands or easements and rights-of- way or violate any building lines or setback requirements. (c) Section 3.13(c) of the Disclosure Schedule sets forth a true, accurate and complete list of The Leased Real Property constitutes all of the Real Property Leases and the parties theretoreal estate used, annual rental, expiration date, renewal options and location of occupied or operated by the Company Properties governed by such Real Property Leasesor any of its Subsidiaries. TrueThe Company has made available to Buyer true, accurate correct and complete copies of the Real Property Leases (Leases, including all ridersmodifications, schedules amendments and exhibits thereto supplements thereto. (c) Except as set forth on Schedule 2.13(c): (i) the Company or its Subsidiary has valid and amendments thereof), together with binding leasehold interests in the Company's complete file pertaining to each Leased Real Property; (ii) the Company or its Subsidiary enjoys peaceful and undisturbed possession of the Leased Real Property sufficient for the current operations and use of such Leased Real Property by the Company or its Subsidiary and, to the Sellers’ Knowledge, there are no facts that could reasonably be expected to materially and adversely affect the possession, use, or occupancy of the Leased Real Property; (iii) each Real Property Lease is in full force and effect in all material respects; (iv) neither the Company nor any of its Subsidiaries, nor, to the Sellers’ Knowledge, any other party is in material breach or material default under any of the Real Property Leases, have been made available nor has any event occurred which, with the passage of time or notice, or both, would constitute a material default thereunder or a violation of the terms (or permit the termination) thereof. None of the Transactions will constitute or create a default, event of default, or right of termination under any of the Real Property Leases, nor is the consent of the lessor or landlord or any other third party required pursuant to Parent. Each the terms of any of the Real Property Leases in connection with the Transactions; (v) neither the Company nor any of its Subsidiaries has subleased, and no other Person is validin possession of, bindingor has the right of use or occupancy of any portion of, enforceable and in full force and effect and has not been modified or supplemented orally except as disclosed in Section 3.13(c) any of the Disclosure Schedule. Except as set forth in Schedule 3.13(c) Leased Real Property, nor have any of the Disclosure Schedule, there exists no default under any Real Property Lease Leases been assigned in whole or in part; (vi) no part of any of the Leased Real Property has been condemned or otherwise taken by any Governmental Authority and, to the Sellers’ Knowledge, no such condemnation or taking is threatened or contemplated; and (vii) the buildings and structures located on the Leased Real Property and used in the business and operations of the Company or any Subsidiary, nor any event which with notice or lapse of time or both would constitute a default thereunder by and its Subsidiaries are sufficient for the Company, any Subsidiary or any landlord thereunder except as would not materially and adversely affect the use continued conduct of the property by business and operations of the Company or and its Subsidiaries after the Subsidiary, Closing in substantially the same manner as conducted prior to the case may beClosing. (d) Except as provided in Section 3.13(dSchedule 2.13(d) contains a complete and accurate list of all Leased Real Property that is owned by any member of the Disclosure ScheduleSeller Group, to the knowledge of Company (i) no condemnation or rezoning proceedings are pending or threatened with respect to any Affiliate of the Company Properties and (ii) no zoningSeller Group, building or similar law, code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of and/or any buildings or other improvements on any of the Company Properties in the manner such Company Properties, buildings and improvements are currently maintained, operated and used or by the continued maintenance, operation or use of the parking areas except for violations, with respect to each Company Property, which would not materially interfere with or prohibit the present use of such Company Property. The Company Properties are not subject to any rights of way, written agreements, laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively "Property Restrictions") or Encumbrances, except for (i) Property Restrictions and Encumbrances set forth in Section 3.13(d) of the Disclosure Schedule and (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, which do not materially adversely affect the current use of any Company Property and which permit the use of the Company Properties for their current uses and would permit the operation of a retail pharmacy thereon. (e) Except as provided in Section 3.13(e) of the Disclosure Schedule, the Company has no knowledge (i) that any certificate, permit or license from any governmental authority having jurisdiction over any of the Company Properties or any agreement, easement or other right which is necessary to permit the lawful use and operation of the buildings and improvements on any of the Company Properties in the manner such Company Properties, buildings and improvements are currently maintained, operated and used has not been obtained and is not in full force and effect, or of any pending threat of modification or cancellation of any of same which would have a material adverse effect on such Company Property, (ii) of any written notice of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement materially and adversely affecting any of the Company Properties issued by any governmental authority, (iii) of any material defects relating to any Company Property which, if known to a potential buyer, would have a material adverse effect on the market value of such Company Property, (iv) of any Company Property whose building systems are not in working order so as to have a material adverse effect on such Company Property, or (v) of any physical damage to any Company Property which would have a material adverse effect on such Company Property for which there is no insurance in effect covering the cost of the restoration. To the knowledge Affiliate of the Company, all public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to in each of case other than the Company Properties to support the current use and operations thereon and all such utilities are located either within the boundaries of the Company Properties, lands dedicated to public use or within a recorded perpetual easement for such purpose. To the knowledge of the Company, each of the Company Properties has direct legal vehicular access to and from publicly dedicated streetsits Subsidiaries (“Related-Party Real Property”). (f) Except as set forth in Section 3.13(f) of the Disclosure Schedule, neither the execution, delivery and performance by the Company or the Subsidiaries of this Agreement or any other agreements executed by the Company or the Subsidiaries in connection with the transactions contemplated by this Agreement nor the consummation of such transactions will (i) violate, conflict with, result in a breach of, result in a default under or noncompliance with, create rights of acceleration, termination or cancellation, or cause any forfeiture or impairment of any rights under, the Real Property Leases or under any agreement relating to the Real Property Leases or any of the Company Properties or (ii) require the consent, approval or act of, or the making of any filing with, any Person under the Real Property Leases or any agreement relating to the Real Property Leases or any of the Company Properties. Except as set forth in Section 3.13(f) of the Disclosure Schedule, none of the Company Properties is subject to any restriction on the sale, disposition, transfer, change in control or financing thereof or release of financing thereon.

Real Properties. (a) The Company or the Subsidiaries own (i) fee simple title to each of the real properties identified in Section 3.13(a4.1(h)(i) of the Disclosure --------------- Schedule sets forth a list of all real property owned in fee by the Company or any of the Company's subsidiaries (individually, an "Owned Property" and, collectively, the "Fee Owned Properties") and (ii) a leasehold estate that is created under ). To the real property leases (including all amendmentsKnowledge of the Company, supplements and modifications thereto) identified in except as set forth on Section 3.13(c4.1(h)(i) of the Disclosure Schedule (Schedule, the "Real Property Leases") Company has good and all of marketable fee title to each Owned Property, including the buildings, structures and other improvements located thereon, if so indicatedin each case free and clear of all mortgages, which are all of the real estate properties ownedliens, leasedclaims, used or occupied by them (collectivelycharges, the "Company Properties"). (b) Except as set forth in Section 3.13(b) of the Disclosure Schedule, no other Person has any ownership interest in any of the Fee Properties and/or Real Property Leases, and there are no encumbrancessecurity interests, easements, liensrestrictive covenants, rights, mortgages or deeds of trust, options-of-way, leases, subleasespurchase agreements, licensesoptions and other encumbrances and agreements ("Liens"), claims against titleexcept (i) Liens which, charges individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) Liens for taxes and other governmental charges, assessments or fees which are liens, security interests or other encumbrances on title not yet due and payable (the items described in clauses (i) and (ii) are collectively referred to herein as "EncumbrancesPermitted Liens") which, with respect to each Company Property, would materially interfere with or prohibit the present use thereof. To the knowledge of the Company, none of the Company Properties are located within a flood plain, any designated wetlands or similar areas. To the knowledge of the Company, none of the buildings, structures or other improvements (including parking lots and roadways) comprising the Company Properties encroach on any public or private lands or easements and rights-of- way or violate any building lines or setback requirements. (c) Section 3.13(c) of the Disclosure Schedule sets forth a true, accurate and complete list of all of the Real Property Leases and the parties thereto, annual rental, expiration date, renewal options and location of the Company Properties governed by such Real Property Leases. True, accurate and complete copies of the Real Property Leases (including all riders, schedules and exhibits thereto and amendments thereof), together with the Company's complete file pertaining to each of such Real Property Leases, have been made available to Parent. Each of the Real Property Leases is valid, binding, enforceable and in full force and effect and has not been modified or supplemented orally except as disclosed in Section 3.13(c) of the Disclosure Schedule. Except as set forth in Schedule 3.13(c) of the Disclosure Schedule, there exists no default under any Real Property Lease by the Company or any Subsidiary, nor any event which with notice or lapse of time or both would constitute a default thereunder by the Company, any Subsidiary or any landlord thereunder except as would not materially and adversely affect the use of the property by the Company or the Subsidiary, as the case may be. (d) Except as provided in disclosed on Section 3.13(d4.1(h)(i) of the Disclosure Schedule, to the knowledge of Company (i) no condemnation or rezoning proceedings are pending or threatened with respect to any Knowledge of the Company Properties and Company, there are no condemnations or eminent domain (iiwhich term, as used herein, shall include other compulsory acquisitions or takings by Governmental Authorities) no zoningproceedings pending or, building or similar law, code, ordinance, order or regulation is or will be violated by to the continued maintenance, operation or use of any buildings or other improvements on any Knowledge of the Company Properties in Company, threatened against any Owned Property or any material portion thereof. To the manner such Company Properties, buildings and improvements are currently maintained, operated and used or by the continued maintenance, operation or use Knowledge of the parking areas except for violations, with respect to each Company Property, which would not materially interfere with or prohibit the present use of such Company Property. The Company Properties are not subject to any rights of way, written agreements, laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively "Property Restrictions") or EncumbrancesCompany, except for (i) Property Restrictions and Encumbrances set forth as disclosed in Section 3.13(d) of the Disclosure Schedule and (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, which do not materially adversely affect the current use of any Company Property and which permit the use of the Company Properties for their current uses and would permit the operation of a retail pharmacy thereon. (e) Except as provided in Section 3.13(e4.1(h)(i) of the Disclosure Schedule, the Company has no knowledge (i) that not received any certificate, permit or license notice from any governmental authority having jurisdiction over city, village or other Governmental Entity of any zoning, ordinance, land use, building, fire or health code or other legal violation in respect of any Owned Property, other than violations which have been corrected or which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the Knowledge of the Company Properties there are no structural defects relating to the Owned Property, except for such structural defects which, individually or any agreement, easement or other right which is necessary to permit the lawful use and operation of the buildings and improvements on any of the Company Properties in the manner such Company Propertiesaggregate, buildings and improvements are currently maintained, operated and used has could not been obtained and is not in full force and effect, or of any pending threat of modification or cancellation of any of same which would reasonably be expected to have a material adverse effect on such Company Property, Material Adverse Effect. (ii) Section 4.1(h)(ii) of any written notice of any violation of any federal, state the Disclosure Schedule lists all real property (including all land and buildings) which is leased by the Company or municipal law, ordinance, order, regulation or requirement materially and adversely affecting any of its subsidiaries as lessee or sublessee (the "Leased Real Estate"). The Company Properties issued by any governmental authority, (iiihas delivered or caused to be delivered to Parent and Merger Subsidiary complete and accurate copies of the written leases and subleases which are described in Section 4.1(h)(ii) of any material defects relating to any Company Property which, if known to a potential buyer, would have a material adverse effect on the market value of such Company Property, (iv) of any Company Property whose building systems are not in working order so as to have a material adverse effect on such Company Property, or (v) of any physical damage to any Company Property which would have a material adverse effect on such Company Property for which there is no insurance in effect covering the cost of the restorationDisclosure Schedule. To the knowledge of the Company, all public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to each of the Company Properties to support the current use and operations thereon and all such utilities are located either within the boundaries of the Company Properties, lands dedicated to public use or within a recorded perpetual easement for such purpose. To the knowledge of the Company, each of the Company Properties has direct legal vehicular access to and from publicly dedicated streets. (f) Except as set forth disclosed in Section 3.13(f4.1(h)(ii) of the Disclosure Schedule, neither to the executionKnowledge of the Company, delivery and performance by the Company has not received written notice of condemnation or the Subsidiaries of this Agreement eminent domain proceedings pending or threatened against any other agreements executed by the Company or the Subsidiaries in connection with the transactions contemplated by this Agreement nor the consummation of such transactions will (i) violate, conflict with, result in a breach of, result in a default under or noncompliance with, create rights of acceleration, termination or cancellation, or cause any forfeiture or impairment of any rights under, the Leased Real Property Leases or under any agreement relating to the Real Property Leases or any of the Company Properties or (ii) require the consent, approval or act of, or the making of any filing with, any Person under the Real Property Leases or any agreement relating to the Real Property Leases or any of the Company PropertiesEstate property. Except as set forth disclosed in Section 3.13(f4.1(h)(ii) of the Disclosure Schedule, none to the Knowledge of the Company, the Company has not received any notice from any city, village or other Governmental Entity of any zoning, ordinance, building, fire or health code or other legal violation in respect of any Leased Real Estate, other than violations which have been corrected or which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the Knowledge of the Company, there are no structural defects relating to any Leased Real Estate, except for such structural defects which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the Knowledge of the Company, other than for exceptions to the following which are set forth in Section 4.1(h)(ii) of the Disclosure Schedule or which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (A) the leases relating to the Leased Real Estate (the "Leases") are in full force and effect and are valid, binding and enforceable in accordance with their respective terms; (B) no amount payable under any Lease is past due; (C) the Company is in compliance in all material respects with all commitments and obligations on its part to be performed or observed under such Lease and is not aware of the failure by any other party to such Leases to comply in all material respects with all of its commitments and obligations; (D) the Company has not received any written notice (1) of a default (which has not been cured), offset or counterclaim under any Lease, or, any other communication calling upon it to comply with any provision of any Lease or asserting noncompliance, or asserting the Company has waived or altered its rights thereunder, and no event or condition has happened or presently exists which constitutes a default or, after notice or lapse of time or both, would constitute a default under any Lease on the part of the Company or any other party, or (2) of any complaint, claim, prosecution, indictment, action, suit, arbitration, investigation or proceeding by or before any Governmental Entity (an "Action") against any party under any Lease which if adversely determined would result in such Lease being terminated or cut off; (E) the Company has not assigned, mortgaged, pledged or otherwise encumbered its interest, if any, under any Lease; and (F) the Company has exercised within the time prescribed in each Lease any option provided therein to extend or renew the term thereof. (iii) The Owned Properties is subject and the Leased Real Estate constitute, in the aggregate, all of the real property used to any restriction on conduct the salebusiness of the Company and its subsidiaries (collectively, dispositionthe "Business") in the manner in which such business was conducted during the fiscal year ending May 29, transfer, change in control or financing thereof or release of financing thereon1996 and since such time.

Real Properties. (a) The Company Schedule 3.8(a) sets forth, as of April 30, 2008, a list of all material real property owned in fee by the Company, any of the Company’s Subsidiaries, or any Joint Ventures (individually, an “Owned Property” and, collectively, the “Owned Properties”). To the Knowledge of the Company, except as set forth on Schedule 3.8(a), the Company, the Company’s Subsidiaries own (i) and the Joint Ventures, as applicable, have good, indefeasible and marketable fee simple title to each of the real properties identified in Section 3.13(a) of the Disclosure Schedule (the "Fee Properties") and (ii) a leasehold estate that is created under the real property leases (Owned Property, including all amendments, supplements and modifications thereto) identified in Section 3.13(c) of the Disclosure Schedule (the "Real Property Leases") and all of the buildings, structures structures, infrastructure and all other improvements of any kind located thereon, if so indicatedin each case free and clear of Liens, except Permitted Liens. Except as (individually or in the aggregate) would not reasonably be expected to have a Material Adverse Effect, there are no condemnations or eminent domain (which are all term, as used in this Agreement, shall include other compulsory acquisitions or takings by Governmental Authorities) proceedings pending or, to the Knowledge of the real estate properties ownedCompany, leasedthreatened against any Owned Property or any material portion thereof. None of the Company has received any notice from any city, used village or occupied by them other Governmental Authority of any zoning, ordinance, land use, building, fire, health or safety code or other legal violation in respect of any Owned Property, other than violations which have been corrected or that (collectively, individually or in the "Company Properties")aggregate) would not reasonably be expected to have a Material Adverse Effect. (b) Except Other than pursuant to the Headquarters Campus Lease, the Company and its Subsidiaries do not lease or license, as set forth in Section 3.13(b) lessee, sublessee, licensee or sublicensee, any real estate with annual lease payments exceeding $1,000,000. The Company has made available to the Investor a complete and accurate copy of the Disclosure ScheduleHeadquarters Campus Lease, no other Person including all amendments, modifications and renewals thereto. The Company has any ownership interest in any not received written notice of condemnation or eminent domain proceedings pending or, to the Fee Properties and/or Real Property Leases, and there are no encumbrances, easements, liens, rights, mortgages or deeds of trust, options, leases, subleases, licenses, claims against title, charges which are liens, security interests or other encumbrances on title ("Encumbrances") which, with respect to each Company Property, would materially interfere with or prohibit the present use thereof. To the knowledge Knowledge of the Company, none threatened against the Headquarters Campus. The Company has not received any notice from any city, village, county, utility district or other Governmental Authority of any material zoning, ordinance, building, fire, health or safety code or other legal violation in respect of the Company Properties Headquarters Campus. There are located within no structural defects relating to the Headquarters Campus, except for such structural defects as (individually or in the aggregate) would not reasonably be expected to have a flood plain, any designated wetlands or similar areasMaterial Adverse Effect. To the knowledge of the Company, none of the buildings, structures or other improvements (including parking lots and roadways) comprising the Company Properties encroach on any public or private lands or easements and rights-of- way or violate any building lines or setback requirements.Further, (ci) Section 3.13(c) of the Disclosure Schedule sets forth a true, accurate and complete list of all of the Real Property Leases and the parties thereto, annual rental, expiration date, renewal options and location of the Company Properties governed by such Real Property Leases. True, accurate and complete copies of the Real Property Leases (including all riders, schedules and exhibits thereto and amendments thereof), together with the Company's complete file pertaining to each of such Real Property Leases, have been made available to Parent. Each of the Real Property Leases Headquarters Campus Lease is valid, binding, enforceable and in full force and effect and is valid, binding and enforceable in accordance with its terms, enforceable against the Company in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law); (ii) no material amount payable under the Headquarters Campus Lease is past due; (iii) the Company is in compliance all material respects with all commitments and obligations on its part to be performed or observed under the Headquarters Campus Lease and, to the Knowledge of the Company, no other party to the Headquarters Campus Lease has failed to comply in all material respects with any of its or their commitments and obligations thereunder; (iv) the Company has not received any written notice (1) of a default (which has not been modified cured), offset or supplemented orally except as disclosed in Section 3.13(c) counterclaim under the Headquarters Campus Lease, or any other written communication calling upon the Company to comply with any provision of the Disclosure Schedule. Except as set forth in Schedule 3.13(c) of the Disclosure ScheduleHeadquarters Campus Lease or asserting noncompliance, there exists no default under any Real Property Lease by or asserting that the Company has waived or any Subsidiaryaltered its rights thereunder, nor any and no event or condition has happened or presently exists which with constitutes a material default or, after notice or lapse of time or both both, would constitute a material default thereunder by under the Company, any Subsidiary or any landlord thereunder except as would not materially and adversely affect the use of the property by the Company or the Subsidiary, as the case may be. (d) Except as provided in Section 3.13(d) of the Disclosure Schedule, to the knowledge of Company (i) no condemnation or rezoning proceedings are pending or threatened with respect to any of the Company Properties and (ii) no zoning, building or similar law, code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the Company Properties in the manner such Company Properties, buildings and improvements are currently maintained, operated and used or by the continued maintenance, operation or use of the parking areas except for violations, with respect to each Company Property, which would not materially interfere with or prohibit the present use of such Company Property. The Company Properties are not subject to any rights of way, written agreements, laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively "Property Restrictions") or Encumbrances, except for (i) Property Restrictions and Encumbrances set forth in Section 3.13(d) of the Disclosure Schedule and (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, which do not materially adversely affect the current use of any Company Property and which permit the use of the Company Properties for their current uses and would permit the operation of a retail pharmacy thereon. (e) Except as provided in Section 3.13(e) of the Disclosure Schedule, the Company has no knowledge (i) that any certificate, permit or license from any governmental authority having jurisdiction over any of the Company Properties or any agreement, easement or other right which is necessary to permit the lawful use and operation of the buildings and improvements on any of the Company Properties in the manner such Company Properties, buildings and improvements are currently maintained, operated and used has not been obtained and is not in full force and effect, or of any pending threat of modification or cancellation of any of same which would have a material adverse effect on such Company Property, (ii) of any written notice of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement materially and adversely affecting any of the Company Properties issued by any governmental authority, (iii) of any material defects relating to any Company Property which, if known to a potential buyer, would have a material adverse effect Headquarters Campus Lease on the market value of such Company Property, (iv) of any Company Property whose building systems are not in working order so as to have a material adverse effect on such Company Property, or (v) of any physical damage to any Company Property which would have a material adverse effect on such Company Property for which there is no insurance in effect covering the cost of the restoration. To the knowledge part of the Company, all public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to each or (2) of any Action against any party under the Headquarters Campus Lease which if adversely determined would result in the Headquarters Campus Lease being terminated; (v) the Company Properties to support has not assigned, subleased, sub-subleased, sublicensed, sub-sublicensed, mortgaged, pledged or otherwise encumbered or transferred all or any part of its interest under the current use and operations thereon and all such utilities are located either Headquarters Campus Lease; and (vi) the Company has exercised within the boundaries of time prescribed in the Company Properties, lands dedicated Headquarters Campus Lease any option provided therein to public use extend or within a recorded perpetual easement for such purpose. To renew the knowledge of the Company, each of the Company Properties has direct legal vehicular access to and from publicly dedicated streetsterm thereof. (f) Except as set forth in Section 3.13(f) of the Disclosure Schedule, neither the execution, delivery and performance by the Company or the Subsidiaries of this Agreement or any other agreements executed by the Company or the Subsidiaries in connection with the transactions contemplated by this Agreement nor the consummation of such transactions will (i) violate, conflict with, result in a breach of, result in a default under or noncompliance with, create rights of acceleration, termination or cancellation, or cause any forfeiture or impairment of any rights under, the Real Property Leases or under any agreement relating to the Real Property Leases or any of the Company Properties or (ii) require the consent, approval or act of, or the making of any filing with, any Person under the Real Property Leases or any agreement relating to the Real Property Leases or any of the Company Properties. Except as set forth in Section 3.13(f) of the Disclosure Schedule, none of the Company Properties is subject to any restriction on the sale, disposition, transfer, change in control or financing thereof or release of financing thereon.

Real Properties. The Company does not own any real property. The Real Property subject to the Lease and the Real Property subleased by the Company until December 31, 2007 from Spinner Technologies, Inc., an Affiliate of the University of Virginia Patent Foundation, constitute all real property leased by the Company. The Company has delivered to Buyer (or a current or former Affiliate of Buyer) true and correct copies of all certificates of occupancy and building permits in the possession of the Company for the improvements located on the Real Property. With respect to each parcel of Real Property, to the Knowledge of the Company: (a) The the Company has good and valid title to the leasehold estates in all leased Real Property, in each case free and clear of all mortgages, Liens, leases, assignments, subleases, easements, covenants, rights-of-way and other similar restrictions of any nature whatsoever, except easements, covenants, rights-of-way and other similar restrictions of record; any conditions that may be shown by a current, accurate survey or the Subsidiaries own physical inspection of any leased Real Property made prior to Closing; and (i) fee simple title to each of the real properties identified in Section 3.13(a) of the Disclosure Schedule (the "Fee Properties") zoning, building and other similar restrictions, and (ii) a leasehold estate mortgages, Liens, easements, covenants, rights-of-way and other similar restrictions that is created under have been placed by any developer, landlord or other third party on property over which the real property leases (including all amendments, supplements and modifications thereto) identified in Section 3.13(c) of the Disclosure Schedule (the "Company has easement rights or on any leased Real Property Leases") and all of the buildings, structures and other improvements located thereon, if so indicated, which are all of the real estate properties owned, leased, used subordination or occupied by them (collectively, the "Company Properties")similar agreements relating thereto. (b) Except as set forth in Section 3.13(b) of the Disclosure Schedule, no other Person has any ownership interest in any of the Fee Properties and/or Real Property Leases, and there are no encumbrancespending or, easementsto the Knowledge of the Company, liensthreatened condemnation or expropriation proceedings, rightslawsuits or administrative actions relating to the parcel or other legal matters affecting adversely the current use, mortgages occupancy or deeds value thereof; (c) all facilities have received all approvals of trustGovernmental Authorities (including licenses and Permits) required in connection with the ownership, optionsoccupation or operation thereof and in all material respects have been operated and maintained in accordance with applicable Law; (d) all buildings located on such parcel (including the foundation, load-bearing walls, roof and roof membrane, if applicable) are free from material patent structural defects, and the plumbing, mechanical, electrical, heating and ventilation systems installed within such buildings are in a good state of repair and are in good working order; (e) there are no material improvements necessary to use any leased Real Property to conduct the business of the Company as it is currently being conducted; (f) there are no leases, subleases, licenses, claims against title, charges which are liens, security interests concessions or other encumbrances on title agreements, written or oral, granting to any party or parties ("Encumbrances"other than the Company) which, with respect to each Company Property, would materially interfere with the right of use or prohibit the present use thereof. To the knowledge occupancy of any portion of the Companyparcel; (g) there are no outstanding options or rights of first refusal to purchase the parcel, none or any portion thereof or interest therein; (h) there are no parties in possession of the Company Properties are located within a flood plainparcel, any designated wetlands or similar areas. To the knowledge of the Company, none of the buildings, structures or other improvements (including parking lots and roadways) comprising the Company Properties encroach on any public or private lands or easements and rights-of- way or violate any building lines or setback requirements. (c) Section 3.13(c) of the Disclosure Schedule sets forth a true, accurate and complete list of all of the Real Property Leases and the parties thereto, annual rental, expiration date, renewal options and location of the Company Properties governed by such Real Property Leases. True, accurate and complete copies of the Real Property Leases (including all riders, schedules and exhibits thereto and amendments thereof), together with the Company's complete file pertaining to each of such Real Property Leases, have been made available to Parent. Each of the Real Property Leases is valid, binding, enforceable and in full force and effect and has not been modified or supplemented orally except as disclosed in Section 3.13(c) of the Disclosure Schedule. Except as set forth in Schedule 3.13(c) of the Disclosure Schedule, there exists no default than tenants under any Real Property Lease by the Company leases or any Subsidiarysubleases, nor any event who are in possession of space to which with notice or lapse of time or both would constitute a default thereunder by the Company, any Subsidiary or any landlord thereunder except as would not materially and adversely affect the use of the property by the Company or the Subsidiary, as the case may be.they are entitled; (d) Except as provided in Section 3.13(d) of the Disclosure Schedule, to the knowledge of Company (i) no condemnation or rezoning proceedings all facilities located on the parcel are pending or threatened supplied with respect to any of the Company Properties utilities and (ii) no zoning, building or similar law, code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the Company Properties in the manner such Company Properties, buildings and improvements are currently maintained, operated and used or by the continued maintenance, operation or use of the parking areas except services necessary for violations, with respect to each Company Property, which would not materially interfere with or prohibit the present use of such Company Property. The Company Properties are not subject to any rights of way, written agreements, laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively "Property Restrictions") or Encumbrances, except for (i) Property Restrictions and Encumbrances set forth in Section 3.13(d) of the Disclosure Schedule and (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, which do not materially adversely affect the current use of any Company Property and which permit the use of the Company Properties for their current uses and would permit the operation of a retail pharmacy thereon.such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate in accordance with all applicable Laws; (ej) Except as provided in Section 3.13(e) of the Disclosure Schedule, the Company has no knowledge (i) that any certificate, permit or license from any governmental authority having jurisdiction over any of the Company Properties or any agreement, easement or other right which is necessary to permit the lawful use each parcel abuts on and operation of the buildings and improvements on any of the Company Properties in the manner such Company Properties, buildings and improvements are currently maintained, operated and used has not been obtained and is not in full force and effect, or of any pending threat of modification or cancellation of any of same which would have a material adverse effect on such Company Property, (ii) of any written notice of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement materially and adversely affecting any of the Company Properties issued by any governmental authority, (iii) of any material defects relating to any Company Property which, if known to a potential buyer, would have a material adverse effect on the market value of such Company Property, (iv) of any Company Property whose building systems are not in working order so as to have a material adverse effect on such Company Property, or (v) of any physical damage to any Company Property which would have a material adverse effect on such Company Property for which there is no insurance in effect covering the cost of the restoration. To the knowledge of the Company, all public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to each of the Company Properties to support the current use and operations thereon and all such utilities are located either within the boundaries of the Company Properties, lands dedicated to public use or within a recorded perpetual easement for such purpose. To the knowledge of the Company, each of the Company Properties has direct legal vehicular access to and from publicly dedicated streets.a public road, or has access to a public road; and (fk) Except there are no material improvements necessary to use each parcel for its intended purpose as set forth in Section 3.13(f) of the Disclosure Schedule, neither the execution, delivery and performance by the Company or the Subsidiaries of this Agreement or any other agreements executed by the Company or the Subsidiaries in connection with the transactions contemplated by this Agreement nor the consummation of such transactions will (i) violate, conflict with, result in a breach of, result in a default under or noncompliance with, create rights of acceleration, termination or cancellation, or cause any forfeiture or impairment of any rights under, the Real Property Leases or under any agreement relating to the Real Property Leases or any of the Company Properties or (ii) require the consent, approval or act of, or the making of any filing with, any Person under the Real Property Leases or any agreement relating to the Real Property Leases or any of the Company Properties. Except as set forth in Section 3.13(f) of the Disclosure Schedule, none of the Company Properties is subject to any restriction on the sale, disposition, transfer, change in control or financing thereof or release of financing thereonEffective Time.

Real Properties. (a) The Company or Schedule 4.7(a) contains a correct legal description, street address, and tax parcel identification number of all tracts, parcels and subdivided lots in which Seller has an ownership interest (the Subsidiaries own (i) fee simple “Owned Real Property”). Seller owns good and marketable title to each its respective estates in the Owned Real Property, free and clear of any Encumbrances of any kind, other than Permitted Encumbrances. True and complete copies of (A) all deeds, existing title insurance policies and surveys of or pertaining to the Owned Real Property and (B) all instruments, agreements and other documents evidencing, creating or constituting any real estate encumbrance have been delivered to the Company. Seller warrants that, at the time of the real properties identified in Section 3.13(a) of Closing, the Disclosure Schedule (the "Fee Properties") and (ii) a leasehold estate that is created under the real property leases (including all amendments, supplements and modifications thereto) identified in Section 3.13(c) of the Disclosure Schedule (the "Owned Real Property Leases") shall be free and clear of all of the buildings, structures and other improvements located thereon, if so indicated, which are all of the real estate properties owned, leased, used or occupied by them (collectively, encumbrances other than those identified on Schedule 4.7(a) as acceptable to the "Company Properties")Company. (b) Except as set Schedule 4.7(b) sets forth in Section 3.13(ba true, complete and correct list (with addresses) of each leased or subleased premises used by Seller, whether or not pursuant to written or oral lease or sublease (the Disclosure Schedule“Leased Real Properties”, no together with the Owned Real Property, the “Seller Properties”). All leases relating to the Leased Real Properties were entered into in arm’s length transactions. For each of the Leased Real Properties, (A) the Seller has a valid leasehold interest, free and clear of all Encumbrances, other Person than Permitted Encumbrances, (B) the Seller has the right to use (and have quiet enjoyment of) such Leased Real Properties for the purposes for which it is being used, (C) the Seller has not received any written notice of a dispute concerning the occupancy or use thereof, (D) each lease or sublease therefor is legal, valid and binding, in full force and effect, and enforceable against Seller and to the Knowledge of Seller, the other parties thereto, in accordance with its terms, subject to laws of general application relating to the rights of creditors generally and the availability of equitable remedies, and (E) neither the Seller nor, to the Knowledge of Seller, any other party to such lease or sublease is in material default thereunder (with or without notice or lapse of time, or both), nor has any ownership material default been, to the Knowledge of Seller, threatened. Seller enjoys exclusive, peaceful and undisturbed possession of all Leased Real Properties in all material respects, in each case subject to the terms and conditions of the applicable lease. (c) There are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Fee Properties and/or Owned Real Property Leasesother than the Permitted Encumbrances, and there are no encumbrancesPersons (other than the Seller) in possession of any portion of the Owned Real Property. To Seller’s Knowledge, easementsthe Seller’s operations on any Seller Properties, liensincluding improvements thereon, rightsdo not violate any applicable rule, mortgages regulations, law, statute or deeds code, including, but not limited to, any building code zoning requirement, or classification, and such non-violation is not dependent, in any instance, on any non-conforming use exceptions or similar exceptions. There are no pending or, to Seller’s Knowledge, threatened legal proceedings or administrative actions of trustany kind or character regarding or relating to the Seller Properties or Seller’s interest therein. Seller has not received any written notice from any city, optionscounty, leasesstate, subleases, licenses, claims against title, charges which are liens, security interests federal or other encumbrances on title ("Encumbrances") whichapplicable Governmental Authority of any violation of any law, statute, ordinance, regulation or administrative or judicial order or holding with respect to each Company Propertyor regarding the Seller Properties, would materially interfere with or prohibit which violation has not been satisfactorily corrected. Subject to Purchaser’s Inspections, and to Seller’s Knowledge, the present use thereof. To the knowledge of the Company, none of the Company Properties are located within a flood plain, any designated wetlands or similar areas. To the knowledge of the Company, none of the buildings, structures or other improvements (including parking lots and roadways) comprising the Company Properties encroach fixtures on any public or private lands or easements and rights-of- way or violate any building lines or setback requirements. (c) Section 3.13(c) of the Disclosure Schedule sets forth a true, accurate and complete list of all of the Real Property Leases Seller Properties are adequate and suitable in all material respects for the parties theretopurposes for which they are presently being used, annual rental, expiration date, renewal options and location there are no defects in the structural elements of the Company Properties governed by such Real Property Leasesimprovements on the Seller Properties. TrueThere is no condemnation or proceeding pending or, accurate and complete copies to the Knowledge of the Real Property Leases (including all ridersSeller, schedules and exhibits thereto and amendments thereof), together with the Company's complete file pertaining to each of such Real Property Leases, have been made available to Parent. Each threatened against any of the Real Property Leases is valid, binding, enforceable and in full force and effect and has not been modified or supplemented orally except as disclosed in Section 3.13(c) of the Disclosure Schedule. Except as set forth in Schedule 3.13(c) of the Disclosure Schedule, there exists no default under any Real Property Lease by the Company Seller Properties or any Subsidiaryimprovement thereon. There are no mechanics’ or materialmen’s liens of record against the Seller Properties, nor are there any event which with notice unsatisfied charges, debts, liabilities, claims or lapse obligations incurred by or on behalf of time Seller and relating to the Seller Properties that could give rise to any mechanics’, materialmen’s, constitutional, statutory or both would constitute a default thereunder by common law lien against the CompanySeller Properties, any Subsidiary or any landlord thereunder except as would not materially and adversely affect the use of the property by the Company or the Subsidiary, as the case may bepart thereof. (d) Except as provided in Section 3.13(d) set forth on Schedule 4.7(d), no Hazardous Substances have been generated, stored, released, treated or disposed of by Seller on, under, to, from or about the Disclosure Schedule, to the knowledge of Company (i) no condemnation or rezoning proceedings are pending or threatened with respect to any of the Company Properties and (ii) no zoning, building or similar law, code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the Company Seller Properties in the manner such Company Properties, buildings and improvements are currently maintained, operated and used or by the continued maintenance, operation or use of the parking areas except for violations, with respect to each Company Property, which would not materially interfere with or prohibit the present use of such Company Property. The Company Properties are not subject to any rights of way, written agreements, laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively "Property Restrictions") or Encumbrances, except for (i) Property Restrictions and Encumbrances set forth in Section 3.13(d) of the Disclosure Schedule and (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, which do not materially adversely affect the current use of any Company Property and which permit the use of the Company Properties for their current uses and would permit the operation of a retail pharmacy thereon. (e) Except as provided in Section 3.13(e) of the Disclosure Schedule, the Company has no knowledge (i) that any certificate, permit or license from any governmental authority having jurisdiction over any of the Company Properties or any agreement, easement or other right which is necessary to permit the lawful use and operation of the buildings and improvements on any of the Company Properties in the manner such Company Properties, buildings and improvements are currently maintained, operated and used has not been obtained and is not in full force and effect, or of any pending threat of modification or cancellation of any of same which would have a material adverse effect on such Company Property, (ii) of any written notice of any violation of any federal, state or municipal law, ordinancerule, order, legal requirement or regulation applicable to the Seller Properties which regulates or requirement materially and adversely affecting any of the Company Properties issued by any governmental authority, (iii) of any material defects relating to any Company Property which, if known to a potential buyer, would have a material adverse effect on the market value of such Company Property, (iv) of any Company Property whose building systems are not in working order so as to have a material adverse effect on such Company Property, or (v) of any physical damage to any Company Property which would have a material adverse effect on such Company Property for which there is no insurance in effect covering the cost of the restoration. To the knowledge of the Company, all public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to each of the Company Properties to support the current use and operations thereon and all such utilities are located either within the boundaries of the Company Properties, lands dedicated to public use or within a recorded perpetual easement for such purpose. To the knowledge of the Company, each of the Company Properties has direct legal vehicular access to and from publicly dedicated streets. (f) Except as set forth in Section 3.13(f) of the Disclosure Schedule, neither the execution, delivery and performance by the Company or the Subsidiaries of this Agreement or any other agreements executed by the Company or the Subsidiaries in connection with the transactions contemplated by this Agreement nor the consummation of such transactions will (i) violate, conflict with, result in a breach of, result in a default under or noncompliance with, create rights of acceleration, termination or cancellation, or cause any forfeiture or impairment of any rights under, the Real Property Leases or under any agreement controls matters relating to the Real Property Leases environment or public health or safety (“Environmental Laws”). Seller has not received any written notice, demand or claim from (nor delivered any notice to) any federal, state, county, municipal or other governmental department, agency or authority, or any third party, nor is Seller aware of any circumstances that could give rise to any notice, demand or claim, concerning any Hazardous Substance release, discharge or seepage. As used in this Agreement, the Company Properties term “Hazardous Substances” shall mean any substance or (ii) require the consentmaterial which is regulated, approval listed, defined or act ofdeemed to be a waste, contaminant or pollutant, or substance or potentially harmful, hazardous or toxic to human health or safety or the making of environment pursuant to any filing withEnvironmental Laws, including, but without limitation, petroleum, petroleum based product and any Person under the Real Property Leases or any agreement relating to the Real Property Leases or any of the Company Propertiespetroleum constituent. Except as set forth in Section 3.13(f) of the Disclosure Scheduleon Schedule 4.7(d), none of the Company Properties is subject to any restriction there are no underground storage tanks located on the sale, disposition, transfer, change in control or financing thereof or release of financing thereonSeller Properties.

Real Properties. (a) The Company or the Companies and their Subsidiaries own (i) have insurable fee simple title to each of the real properties identified property set forth in Section 3.13(a3.15(a) of the Disclosure Schedule (the "Fee Properties") and (ii) a leasehold estate except with respect to that is created under certain portion of the real property leases located in Grand Blanc, Michigan that was condemned for a 50 foot right-of-way along ▇▇▇▇▇ Road) (including all amendmentscollectively, supplements the “Owned Real Property”), free and modifications thereto) identified clear of, to the knowledge of Honeywell, any Liens (as hereafter described), tenancies, sub-tenancies, licenses, defects, exceptions, rights of way, restrictions, covenants, claims, similar matters, or other encumbrances of any nature whatsoever in respect of such property or asset (collectively, “Encumbrances”), except for Permitted Encumbrances and those Encumbrances set forth in Section 3.13(c3.15(a) of the Disclosure Schedule (the "Real Property Leases") and all of the buildings, structures and other improvements located thereon, if so indicated, which are all of the real estate properties owned, leased, used or occupied by them (collectively, the "Company Properties")Schedule. (b) Except as set forth in Section 3.13(b) of the Disclosure Schedule, no other Person has any ownership interest in any of the Fee Properties and/or Real Property Leases, and there are no encumbrances, easements, liens, rights, mortgages or deeds of trust, options, leases, subleases, licenses, claims against title, charges which are liens, security interests or other encumbrances on title ("Encumbrances") which, with respect to each Company Property, would materially interfere with or prohibit the present use thereof. To the knowledge of the Company, none of the Company Properties are located within a flood plain, any designated wetlands or similar areas. To the knowledge of the Company, none of the buildings, structures or other improvements (including parking lots and roadways) comprising the Company Properties encroach on any public or private lands or easements and rights-of- way or violate any building lines or setback requirements. (c) Section 3.13(c) of the Disclosure Schedule sets forth a true, accurate A true and complete list of all of the real property that is leased, subleased, licensed, or used by any of the Companies or their Subsidiaries is set forth in Section 3.15(b) of the Disclosure Schedule (collectively, the “Leased Real Property”) (the Owned Real Property Leases and the parties theretoLeased Real Property are collectively referred to herein as the “Property”). To the knowledge of Honeywell, annual rental, expiration date, renewal options the Companies and location their Subsidiaries have valid leasehold interests in the Leased Real Property (except for those leasehold interests in the United Kingdom and the Dominican Republic where the consents of the Company Properties governed by landlords may have been required with respect to the existing subleases, but such Real Property Leases. Trueconsents were not obtained, accurate and complete copies as more particularly described in Section 3.13 of the Real Property Leases Disclosure Schedule, and the leasehold interest in Southfield, Michigan, which lease is being amended, as more particularly described in Section 3.15 (including all riders, schedules and exhibits thereto and amendments thereofb) of the Disclosure Schedule), together with the Company's complete file pertaining to each free and clear of such Real Property Leasesany Encumbrances, have been made available to Parent. Each of the Real Property Leases is valid, binding, enforceable except for Permitted Encumbrances and in full force and effect and has not been modified or supplemented orally except as disclosed in those Encumbrances set forth on Section 3.13(c3.15(b) of the Disclosure Schedule. Except as set forth in Schedule 3.13(cSection 3.15(b) of the Disclosure Schedule, there exists no default under any Real Property Lease by the Company or any Subsidiary, nor any event which with notice or lapse of time or both would constitute a default thereunder by the Company, any Subsidiary or any landlord thereunder except as would not materially and adversely affect the use of the property by the Company or the Subsidiary, as the case may be. (d) Except as provided in Section 3.13(d) of the Disclosure Schedule, to the knowledge of Company (i) no condemnation or rezoning proceedings are pending or threatened with respect to any of the Company Properties and (ii) no zoning, building or similar law, code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the Company Properties in the manner such Company Properties, buildings and improvements are currently maintained, operated and used or by the continued maintenance, operation or use of the parking areas except for violations, with respect to each Company Propertyof the foregoing leases, which would the Companies and its Subsidiaries have not materially interfere with subleased, licensed, or prohibit otherwise granted any Person the present use of such Company Property. The Company Properties are not subject right to any rights of way, written agreements, laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively "occupy such Leased Real Property Restrictions") or Encumbrances, except for (i) Property Restrictions and Encumbrances set forth in Section 3.13(d) of the Disclosure Schedule and (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, which do not materially adversely affect the current use of any Company Property and which permit the use of the Company Properties for their current uses and would permit the operation of a retail pharmacy thereonportion thereof. (e) Except as provided in Section 3.13(e) of the Disclosure Schedule, the Company has no knowledge (i) that any certificate, permit or license from any governmental authority having jurisdiction over any of the Company Properties or any agreement, easement or other right which is necessary to permit the lawful use and operation of the buildings and improvements on any of the Company Properties in the manner such Company Properties, buildings and improvements are currently maintained, operated and used has not been obtained and is not in full force and effect, or of any pending threat of modification or cancellation of any of same which would have a material adverse effect on such Company Property, (ii) of any written notice of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement materially and adversely affecting any of the Company Properties issued by any governmental authority, (iii) of any material defects relating to any Company Property which, if known to a potential buyer, would have a material adverse effect on the market value of such Company Property, (iv) of any Company Property whose building systems are not in working order so as to have a material adverse effect on such Company Property, or (v) of any physical damage to any Company Property which would have a material adverse effect on such Company Property for which there is no insurance in effect covering the cost of the restoration. To the knowledge of the Company, all public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to each of the Company Properties to support the current use and operations thereon and all such utilities are located either within the boundaries of the Company Properties, lands dedicated to public use or within a recorded perpetual easement for such purpose. To the knowledge of the Company, each of the Company Properties has direct legal vehicular access to and from publicly dedicated streets. (f) Except as set forth in Section 3.13(f) of the Disclosure Schedule, neither the execution, delivery and performance by the Company or the Subsidiaries of this Agreement or any other agreements executed by the Company or the Subsidiaries in connection with the transactions contemplated by this Agreement nor the consummation of such transactions will (i) violate, conflict with, result in a breach of, result in a default under or noncompliance with, create rights of acceleration, termination or cancellation, or cause any forfeiture or impairment of any rights under, the Real Property Leases or under any agreement relating to the Real Property Leases or any of the Company Properties or (ii) require the consent, approval or act of, or the making of any filing with, any Person under the Real Property Leases or any agreement relating to the Real Property Leases or any of the Company Properties. Except as set forth in Section 3.13(f) of the Disclosure Schedule, none of the Company Properties is subject to any restriction on the sale, disposition, transfer, change in control or financing thereof or release of financing thereon.

Real Properties. (a) The Company Schedule 4.18(a) sets forth each parcel of real property owned by Seller and used in or necessary for the Subsidiaries own conduct of the Business as currently conducted (together with all buildings, fixtures, structures and improvements situated thereon and all easements, rights-of- way and other rights and privileges appurtenant thereto, collectively, the “Owned Real Property”), including with respect to each property, the address location and use. Seller has delivered to Buyer copies of the deeds and other instruments (as recorded) by which Seller acquired such parcel of Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller with respect to such parcel. With respect to each parcel of Owned Real Property, except as set forth on Schedule 4.18(a): (i) Seller has good and marketable fee simple title to each title, free and clear of the real properties identified in Section 3.13(a) of the Disclosure Schedule (the "Fee Properties") and all Encumbrances; (ii) a leasehold estate that is created under Seller has not leased or otherwise granted to any Person the real property leases (including all amendments, supplements and modifications thereto) identified in Section 3.13(c) of the Disclosure Schedule (the "right to use or occupy such Owned Real Property Leases"or any portion thereof; and (iii) and all there are no unrecorded outstanding options, rights of the buildings, structures and other improvements located thereon, if so indicated, which are all first offer or rights of the real estate properties owned, leased, used first refusal to purchase such Owned Real Property or occupied by them (collectively, the "Company Properties")any portion thereof or interest therein. (b) Except as set Schedule 4.18(b) sets forth each parcel of real property leased by Seller and used in Section 3.13(b) the conduct of the Disclosure ScheduleBusiness as currently conducted (together with all rights, no other Person has any ownership title and interest of Seller in any of and to leasehold improvements relating thereto, including security deposits, reserves or prepaid rents paid in connection therewith, collectively, the Fee Properties and/or “Leased Real Property LeasesProperty”), and there are no encumbrances, easements, liens, rights, mortgages or deeds a true and complete list of trust, options, all leases, subleases, licenses, claims against titleconcessions and other agreements (whether written or oral), charges including all amendments, extensions renewals, guaranties 692183/15/PHOENIX and other agreements with respect thereto, pursuant to which are liensSeller holds any Leased Real Property (collectively, security interests or other encumbrances on title ("Encumbrances") which, with the “Leases”). Seller has delivered to Buyer a true and complete copy of each Lease. With respect to each Company Lease, except as set forth on Schedule 4.18(b): (i) Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and (ii) Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property, would materially interfere with or prohibit the present use thereof. To the knowledge of the Company, none of the Company Properties are located within a flood plain, any designated wetlands or similar areas. To the knowledge of the Company, none of the buildings, structures or other improvements (including parking lots and roadways) comprising the Company Properties encroach on any public or private lands or easements and rights-of- way or violate any building lines or setback requirements. (c) Section 3.13(c) of the Disclosure Schedule sets forth a trueSince January 1, accurate and complete list of all of the Real Property Leases and the parties thereto2014, annual rental, expiration date, renewal options and location of the Company Properties governed by such Real Property Leases. True, accurate and complete copies of the Real Property Leases (including all riders, schedules and exhibits thereto and amendments thereof), together with the Company's complete file pertaining to each of such Real Property Leases, have been made available to Parent. Each of the Real Property Leases is valid, binding, enforceable and in full force and effect and Seller has not been modified or supplemented orally except as disclosed in Section 3.13(c) received any written notice of the Disclosure Schedule. Except as set forth in Schedule 3.13(c) of the Disclosure Schedule, there exists no default under any Real Property Lease by the Company or any Subsidiary, nor any event which with notice or lapse of time or both would constitute a default thereunder by the Company, any Subsidiary or any landlord thereunder except as would not materially and adversely affect the use of the property by the Company or the Subsidiary, as the case may be. (d) Except as provided in Section 3.13(d) of the Disclosure Schedule, to the knowledge of Company (i) no condemnation or rezoning proceedings are pending or threatened with respect to any material violations of the Company Properties and (ii) no zoning, building or similar law, code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any buildings codes and/or zoning ordinances or other improvements on any of governmental or regulatory Laws affecting the Company Properties in the manner such Company Properties, buildings and improvements are currently maintained, operated and used or by the continued maintenance, operation or use of the parking areas except for violations, with respect to each Company Property, which would not materially interfere with or prohibit the present use of such Company Property. The Company Properties are not subject to any rights of way, written agreements, laws, ordinances and regulations affecting building use or occupancy, or reservations of an interest in title (collectively "Property Restrictions") or Encumbrances, except for (i) Property Restrictions and Encumbrances set forth in Section 3.13(d) of the Disclosure Schedule and (ii) Property Restrictions imposed or promulgated by law or any governmental body or authority with respect to real property, including zoning regulations, which do not materially adversely affect the current use of any Company Property and which permit the use of the Company Properties for their current uses and would permit the operation of a retail pharmacy thereon. (e) Except as provided in Section 3.13(e) of the Disclosure Schedule, the Company has no knowledge (i) that any certificate, permit or license from any governmental authority having jurisdiction over any of the Company Properties or any agreement, easement or other right which is necessary to permit the lawful use and operation of the buildings and improvements on any of the Company Properties in the manner such Company Properties, buildings and improvements are currently maintained, operated and used has not been obtained and is not in full force and effect, or of any pending threat of modification or cancellation of any of same which would have a material adverse effect on such Company Real Property, (ii) of any written notice of any violation of any federalexisting, state pending or municipal law, ordinance, order, regulation or requirement materially and adversely threatened condemnation proceedings affecting any of the Company Properties issued by any governmental authority, (iii) of any material defects relating to any Company Property which, if known to a potential buyer, would have a material adverse effect on the market value of such Company Property, (iv) of any Company Property whose building systems are not in working order so as to have a material adverse effect on such Company Real Property, or (viii) of any physical damage to any Company Property which would have a material adverse effect on such Company Property for which there is no insurance in effect covering the cost of the restoration. To the knowledge of the Companyexisting, all public utilitiespending or threatened zoning, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to each of the Company Properties to support the current use and operations thereon and all such utilities are located either within the boundaries of the Company Properties, lands dedicated to public use building code or within a recorded perpetual easement for such purpose. To the knowledge of the Company, each of the Company Properties has direct legal vehicular access to and from publicly dedicated streets. (f) Except as set forth in Section 3.13(f) of the Disclosure Schedule, neither the execution, delivery and performance by the Company or the Subsidiaries of this Agreement or any other agreements executed by the Company or the Subsidiaries in connection with the transactions contemplated by this Agreement nor the consummation of such transactions will (i) violate, conflict with, result in a breach of, result in a default under or noncompliance with, create rights of acceleration, termination or cancellationmoratorium proceedings, or cause any forfeiture or impairment of any rights under, similar matters which could reasonably be expected to adversely affect the ability to operate the Real Property Leases or under as currently operated. Neither the whole nor any agreement relating to the material portion of any Real Property Leases has been damaged or any of the Company Properties destroyed by fire or (ii) require the consent, approval or act of, or the making of any filing with, any Person under the Real Property Leases or any agreement relating to the Real Property Leases or any of the Company Properties. Except as set forth in Section 3.13(f) of the Disclosure Schedule, none of the Company Properties is subject to any restriction on the sale, disposition, transfer, change in control or financing thereof or release of financing thereonother casualty.