Common use of Real Property and Leased Property Clause in Contracts

Real Property and Leased Property. (a) Schedule 3.12(a) of the Company Disclosure Schedules sets forth a complete list of all real property owned by the Company or its Subsidiaries (the "Real Property"). Except as set forth in Schedule 3.12(a) of the Company Disclosure Schedules, the Company or its Subsidiaries has good and marketable title to the Real Property, free and clear of all Encumbrances. Copies of (i) all deeds, title insurance policies and surveys of the Real Property and (ii) all documents evidencing all Encumbrances upon the Real Property have been furnished to Parent. There are no proceedings, claims, disputes or conditions affecting any Real Property that might curtail or interfere with the use of such property, nor is an action of condemnation or eminent domain pending or to the best knowledge of the Company, threatened for all or any portion of the Real Property. Except as disclosed in Schedule 3.12(a) of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company or a Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the Real Property. (b) Within the prior twelve (12) months of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any notice of or other writing referring to any requirements or recommendations by any insurance company that has issued a policy covering any part of the Real Property or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be done on any part of the Real Property. The plumbing, electrical, heating, air conditioning, ventilating and all other structural or material mechanical systems in the buildings upon the Real Property are in working order and working condition, so as to be adequate for the operation of the business of the Company and its Subsidiaries as heretofore conducted, and the roof, basement and foundation walls of all buildings on the Real Property are free of leaks and other material defects, except for any matter otherwise covered by this sentence which does not have, individually or in the aggregate, a Company Material Adverse Effect. (c) The Company and its Subsidiaries have obtained all appropriate licenses, permits, easements and rights of way, including proofs of dedication, required to use and operate the Real Property, as well as the properties listed on Schedule 3.12(e) of the Company Disclosure Schedules, in the manner in which the Real Property is currently being used and operated, except for such licenses, permits or rights of way the failure of which to have obtained does not have, individually or in the aggregate, a Company Material Adverse Effect. (d) Neither the Company nor any of its Subsidiaries has received notification that the Company or a Subsidiary is in violation of any applicable building, zoning, anti-pollution, health or other law, ordinance or regulation in respect of the Real Property or structures or their operations thereon and, to the best knowledge of the Company, no such violation exists. (e) Set forth on Schedule 3.12(e) of the Company Disclosure Schedules is a list of all real property leases to which the Company or any of its Subsidiaries is a party and that extend for a more than one (1) year after the date of this Agreement. The Company and each of its Subsidiaries has a good and valid leasehold interest in all properties held by them under lease listed on Schedule 3.12(e) of the Company Disclosure Schedules. The lessee under each such lease and its predecessor under each such lease, if any, has been in peaceable possession (or remedied any claims relating thereto) of the property covered thereby since the commencement of the original term of such lease. No waiver, indulgence or postponement of the lessee's material obligations under any such lease has been granted by the lessor, and no waiver, indulgence or postponement of the lessor's obligations thereunder has been granted by the lessee. The lessee under each such lease is not in breach of or in default under such lease, nor has any event occurred which (with or without the giving of notice or the passage of time or both) would constitute a default by the lessee under such lease or cause a the Company Material Adverse Effect, and the lessee has not received any notice from, or given any notice to, the lessor indicating that the lessee or the lessor is in breach of or in default under such lease that would cause a Company Material Adverse Effect. To the best knowledge of the Company and each of its Subsidiaries, none of the lessors under such leases is in breach thereof or in default thereunder.

Real Property and Leased Property. (a) Schedule 3.12(a4.12(a) of the Company Parent Disclosure Schedules sets forth a complete list of all real property owned by the Company Parent or its Subsidiaries (the "Parent Real Property"). Except as set forth in Schedule 3.12(a4.12(a) of the Company Parent Disclosure Schedules, the Company Parent or its Subsidiaries has good and marketable title to the Parent Real Property, free and clear of all Encumbrances. Copies of (i) all deeds, title insurance policies and surveys of the Parent Real Property and (ii) all documents evidencing all Encumbrances upon the Parent Real Property have been furnished to Parent. There are no proceedings, claims, disputes or conditions affecting any Parent Real Property that might curtail or interfere with the use of such property, nor is an action of condemnation or eminent domain pending or to the best knowledge of Parent and the CompanyPurchaser, threatened for all or any portion of the Parent Real Property. Except as disclosed in Schedule 3.12(a4.12(a) of the Company Parent Disclosure Schedules, neither the Company Parent nor any of its Subsidiaries is a party to any lease, assignment or similar arrangement under which the Company Parent or a Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of the Real Property. (b) Within the prior twelve (12) months of the date of this Agreement, neither the Company Parent nor any of its Subsidiaries has received any notice of or other writing referring to any requirements or recommendations by any insurance company that has issued a policy covering any part of the Parent Real Property or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any repairs or work to be done on any part of the Parent Real Property. The plumbing, electrical, heating, air conditioning, ventilating and all other structural or material mechanical systems in the buildings upon the Parent Real Property are in working order and working condition, so as to be adequate for the operation of the business of the Company Parent and its Subsidiaries as heretofore conducted, and the roof, basement and foundation walls of all buildings on the Parent Real Property are free of leaks and other material defects, except for any matter otherwise covered by this sentence which does not have, individually or in the aggregate, a Company Parent Material Adverse Effect. (c) The Company Parent and its Subsidiaries have obtained all appropriate licenses, permits, easements and rights of way, including proofs of dedication, required to use and operate the Parent Real Property, as well as the properties listed on Schedule 3.12(e4.12(e) of the Company Parent Disclosure Schedules, in the manner in which the Parent Real Property is currently being used and operated, except for such licenses, permits or rights of way the failure of which to have obtained does not have, individually or in the aggregate, a Company Parent Material Adverse Effect. (d) Neither the Company Parent nor any of its Subsidiaries has have received notification that the Company Parent or a Subsidiary is in violation of any applicable building, zoning, anti-pollution, health or other law, ordinance or regulation in respect of the Real Property or structures or their operations thereon and, to the best knowledge of the CompanyParent's knowledge, no such violation exists. (e) Set forth on Schedule 3.12(e4.12(e) of the Company Parent Disclosure Schedules is a list of all real property leases to which the Company Parent or any of its Subsidiaries is a party and that extend for a more than one (1) year after the date of this Agreement. The Company Parent and each of its Subsidiaries has a good and valid leasehold interest in all properties held by them under lease listed on Schedule 3.12(e4.12(f) of the Company Parent Disclosure Schedules. The lessee under each such lease and its predecessor under each such lease, if any, has been in peaceable possession (or remedied any claims relating thereto) of the property covered thereby since the commencement of the original term of such lease. No waiver, indulgence or postponement of the lessee's material obligations under any such lease has been granted by the lessor, and no waiver, indulgence lessor or postponement of the lessor's obligations thereunder has been granted by the lessee. The lessee under each such lease is not in breach of or in default under such lease, nor has any event occurred which (with or without the giving of notice or the passage of time or both) would constitute a default by the lessee under such lease or cause a the Company Parent Material Adverse Effect, and the lessee has not received any notice from, or given any notice to, the lessor indicating that the lessee or the lessor is in breach of or in default under such lease that would cause a Company Parent Material Adverse Effect. To the best knowledge of the Company Parent and each of its Subsidiaries, none of the lessors under such leases is in breach thereof or in default thereunder.