Common use of Real Property and Leases Clause in Contracts

Real Property and Leases. (a) All real property (including, without limitation, all interests in any rights to real property) and improvements located thereon, and in each case a general description thereof, which is owned by Seller is set forth in Schedule 1.1(g) (the "Owned Real Property"). --------------- (b) A description of real property leased by Seller and of the improvements thereon and the use made thereof are set forth in Schedule -------- 1.1 (c) Seller has (and will convey to Buyer at the Closing) fee simple title to the Owned Real Property and valid and binding leasehold interests (the "Real Estate Leases") with respect to the Leased Real Property (collectively, the "Real Property"). Except as set forth in Schedule -------- 3.9(c), Seller is in peaceable possession of the Owned Real Property and ------ Leased Real Property. The Owned Real Property and Seller's interest in the Leased Real Property are free and clear of all liens, security interests, pledges and encumbrances, other than the Permitted Liens or liens, security interests, pledges and encumbrances which will be discharged and released on or prior to the Closing Date, and are free and clear of all defaults, adverse claims, title impediments, encroachments, boundary disputes, covenants, restrictions, rights of way and title objections that would conflict in any material respect with Buyer's use of said property in the manner heretofore used by Seller. With respect to each Real Estate Lease: (i) the Lease is in full force and effect; (ii) all accrued and payable rents have been paid; (iii) there is no default of Seller, nor to Seller's knowledge, of any other party thereunder, and there is no waiver, indulgence or postponement of any obligations thereunder; (iv) to Seller's knowledge and without notice to the contrary, no event that with the giving of notice, the lapse of time, the happening of any further event or otherwise would become a default, has occurred under any such Lease; and

Real Property and Leases. (ai) All The Vendor does not own any real property (including, without limitation, all and has no interests in any rights to real property, other than the Vendor Mining Leases and Options, the Right of Way Agreements, the Royalty Interests and the Production Payment. (ii) Schedule 4.1(j)(ii) sets forth a complete list of all mining leases and improvements located thereon, and in each case a general description thereof, which is options owned by Seller is set forth in Schedule 1.1(g) Vendor (the "Owned Real PropertyMining Leases and Options"). --------------- (b) A description of real property leased by Seller and of the improvements thereon and the use made thereof are set forth in Schedule -------- 1.1 (c) Seller has (and will convey to Buyer at the Closing) fee simple The Vendor owns sufficient title to the Owned Real Property entire leasehold estates in and valid and binding leasehold interests (the "Real Estate Leases") with respect to the Leased Real Property (collectively, the "Real Property"). Except as set forth in Schedule -------- 3.9(c), Seller is in peaceable possession of the Owned Real Property Mining Leases and ------ Leased Real Property. The Owned Real Property Options to conduct MLUP reclamation and Seller's interest in the Leased Real Property are free and clear of all liens, security interests, pledges and encumbrances, other than Encumbrances except for the Permitted Liens Encumbrances. There are no amendments, transfers or liensassignments of the Mining Leases and Options, security interests, pledges all of the Mining Leases and encumbrances which will be discharged and released on or prior Options have been assigned to the Closing Date, and are free and clear of all defaults, adverse claims, title impediments, encroachments, boundary disputes, covenants, restrictions, rights of way and title objections that would conflict in any material respect with Buyer's use of said property Vendor by executed assignments duly recorded in the manner heretofore used by Seller. With respect Real Property Records of the counties where the subject lands are located and all required consents to each Real Estate Lease: (i) the Lease is in full force and effect; (ii) all accrued and payable rents such assignments have been paid; obtained by Vendor from the lessors named in the Mining Leases and Options. (iii) there is no default (A) No rentals, advance royalty payments or other sums have been paid by the Vendor or, to the knowledge of Sellerthe Vendor, nor to Seller's knowledge, of by any other party thereunderthat would extend the primary term of either of the Union Carbide Leases; (B) no action has been taken by the Vendor or, to the knowledge of the Vendor, any other party that would extend the primary term of either of the Union Carbide Leases; (C) the Vendor has not executed any document that would assign, transfer, amend, mortgage, pledge or in any way affect the Union Carbide Leases; (D) the Vendor does not own and there is no waiver, indulgence not claiming to own any interest in the Union Carbide Leases; and (E) the Union Carbide Leases have terminated in their entirety or postponement of any obligations thereunder; the Vendor has full and complete authority to terminate the Union Carbide Leases in accordance with §5.2(g). (iv) to Seller's knowledge The Promissory Note has been paid in full and without notice to all liens securing the contrary, no event that with the giving of notice, the lapse of time, the happening of any further event or otherwise would become a default, has occurred under any such Lease; andPromissory Note have been released.

Real Property and Leases. (a) All None of the Subject Companies owns, or since April 1, 2012 or, to the Knowledge of the Parent or the Verisk Health Parent Companies, prior to April 1, 2012 has ever owned, any real property. Set forth in Section 3.10(a) of the Company Disclosure Schedule is a complete and accurate list, as of the date of this Agreement, of each lease or sublease agreement (and any amendments or guarantees related thereto) (the “Real Property Leases”) under which any of the Subject Companies is lessee or sublessee of, or holds or operates, any real property (includingthe “Real Properties”), without limitation, all interests in any and the Subject Companies have good and valid leasehold or subleasehold rights to real propertysuch Real Properties. Each of the Real Property Leases is in full force and effect (except those Real Property Leases which expire or terminate after the date of this Agreement in accordance with their terms (and not as a result of a breach or default or any action or inaction by any of the Subject Companies)) and improvements located thereonnone of the Subject Companies is in material breach or default under any Real Property Lease, nor, to the Knowledge of the Parent or the Verisk Health Parent Companies, is any other party to any Real Property Lease as of the date of this Agreement in material breach or default thereunder, and in each case a general description thereofno event has occurred, or is alleged to have occurred, which is owned constitutes, or with lapse of time or giving of notice or both would constitute, a material breach or default by Seller is set forth in Schedule 1.1(g) (the "Owned Real Property"). --------------- (b) A description of real property leased by Seller and any of the improvements thereon and the use made thereof are set forth in Schedule -------- 1.1 (c) Seller has (and will convey to Buyer at the Closing) fee simple title Subject Companies or, to the Owned Knowledge of the Parent or the Verisk Health Parent Companies, any other party thereto, to any Real Property and valid and binding leasehold interests (the "Real Estate Leases") with respect to the Leased Real Property (collectively, the "Real Property")Lease or a basis for a claim of force majeure or other material claim of excusable delay or non-performance thereunder. Except as set forth in Schedule -------- 3.9(c), Seller is in peaceable possession Section 3.10(a) of the Owned Company Disclosure Schedule, the Parent has made available to the Purchaser complete and accurate copies of the Real Property and ------ Leased Leases. (b) Except as set forth in Section 3.10(b) of the Company Disclosure Schedule, the Real Property. The Owned Real Property and Seller's interest Properties constitute all of the real property required to conduct the Business as currently conducted. (c) Except as set forth in Section 3.10(c) of the Leased Real Property are free and clear Company Disclosure Schedule, none of all liens, security interests, pledges and encumbrances, other than the Permitted Liens Subject Companies has subleased or liens, security interests, pledges and encumbrances which will be discharged and released on otherwise granted any Person the right to use or prior to the Closing Date, and are free and clear of all defaults, adverse claims, title impediments, encroachments, boundary disputes, covenants, restrictions, rights of way and title objections that would conflict in occupy any material respect with Buyer's use portion of said property in the manner heretofore used by Seller. With respect to each Real Estate Lease: (i) the Lease is in full force and effect; (ii) all accrued and payable rents have been paid; (iii) there is no default of Seller, nor to Seller's knowledge, of any other party thereunder, and there is no waiver, indulgence or postponement of any obligations thereunder; (iv) to Seller's knowledge and without notice to the contrary, no event that with the giving of notice, the lapse of time, the happening of any further event or otherwise would become a default, has occurred under any such Lease; andProperties.

Real Property and Leases. (a) All Seller does not own any real property. Schedule 4.5.5 lists all real property previously owned at any point in the last three (including, without limitation, all interests in any rights to real property3) and improvements located thereon, and in each case a general description thereof, which is owned years by Seller is set forth in Schedule 1.1(g) or any Subsidiary (the "Owned Real Property"). ---------------. (b) A description Schedule 4.5.5 lists all of the leases (the "Facility Leases") of real property leased by Seller and of the improvements thereon and the use made thereof are set forth in Schedule -------- 1.1 (c) Seller has (and will convey to Buyer at the Closing) fee simple title to together with the Owned Real Property and valid and binding leasehold interests (the "Real Estate Leases") with respect to the Leased Real Property (collectivelyProperty, the "Real Property")) used by Seller or any Subsidiary in the operation of its respective business, copies of which have been delivered to Purchaser by Seller. Except as set forth on Schedule 4.5.5, each Facility Lease is valid, in full force and effect, and enforceable in accordance with its terms and constitutes a legal and binding obligation of each party thereto. Neither Seller nor any Subsidiary has given or received any notice of material default, termination or partial termination under any Facility Lease, and there is no existing or continuing material default by Seller or any Subsidiary or, to the Knowledge of Seller or any Subsidiary which default has not been cured, waived, or otherwise resolved, any other party in the performance or payment of any obligation under any Facility Lease. (c) Except as set forth on Schedule 4.5.5, to the Seller's Knowledge neither Seller nor any Subsidiary has received notice that any zoning or similar land use restrictions are presently in effect or proposed by any governmental authority which would materially impair the use or occupancy of any of the Real Property for the purposes for which such Real Property is currently being used, and the Seller's and the Subsidiaries' use of the Real Property is in compliance in all material respects with all applicable building, zoning and land use laws and regulations and property rights of others, except to the extent such non-compliance would not have a Material Adverse Effect. To the Knowledge of Seller, no condemnation by taking or eminent domain of any Leased Real Property is pending or threatened. (d) The copies of the Facility Leases heretofore furnished by the Seller or the Subsidiaries to Purchaser are true, correct and complete in all material respects, and such Facility Leases have not been modified in any respect and are in full force and effect in accordance with their respective terms. (e) The interests of the Seller or the Subsidiaries, as applicable, in and under each of the Facility Leases are unencumbered and subject to no present claim, contest, action or threatened action at law or in equity. (f) Except as set forth in Schedule -------- 3.9(c)4.5.5, no rent has been paid for more than one month in advance (excluding any amounts paid in accordance with the Facility Leases as estimates of expenses or Lessee's share thereof) and no security deposit has been paid by, nor is any brokerage commission payable by the Seller is or the Subsidiaries, or any or them, with respect to any Facility Lease pursuant to which the Seller or the Subsidiaries, or any of them, are lessees. (g) There are no contractual obligations, agreements in peaceable possession principle or present plans for the Seller or the Subsidiaries to enter into new leases of the Owned Real Property and ------ Leased Real Property. The Owned Real Property and Seller's interest in the Leased Real Property are free and clear of all liens, security interests, pledges and encumbrances, other than the Permitted Liens real property or liens, security interests, pledges and encumbrances which will be discharged and released on to renew or amend existing Facility Leases prior to the Closing Date, and are free and clear of all defaults, adverse claims, title impediments, encroachments, boundary disputes, . (h) No covenants, easements, restrictions, servitudes, rights of way and title objections that would conflict in any material respect with Buyer's use of said property in the manner heretofore used by Seller. With respect to each Real Estate Lease: (i) the Lease is in full force and effect; (ii) all accrued and payable rents have been paid; (iii) there is no default of Seller, nor to Seller's knowledge, of any other party thereunder, and there is no waiver, indulgence or postponement of any obligations thereunder; (iv) to Seller's knowledge and without notice regulations applicable to the contrary, no event that with the giving of notice, the lapse of time, the happening of any further event Real Property have had or otherwise would become are likely to have a default, has occurred under any such Lease; andMaterial Adverse Effect.

Real Property and Leases. (a) All Section 4.15(a) of the Olympus Disclosure Schedule sets forth a complete and accurate list, as of the date of this AgreementEffective Date, of all of the real property (including, without limitation, all interests in any rights to real property) and improvements located thereon, and in each case a general description thereof, which is owned by Seller is set forth in Schedule 1.1(g) Olympus or any of its Subsidiaries (the "“Olympus Owned Real Property"”). ---------------Olympus or a Subsidiary of Olympus has good and valid title to the Olympus Owned Real Property and to all of the buildings, structures and other improvements thereon, free and clear of all Liens (except for Permitted Liens). (b) A description Section 4.15(b) of the Olympus Disclosure Schedule sets forth a complete and accurate list, as of the date of this AgreementEffective Date, of all leases or licenses of real property leased (“Olympus Leased Real Property” and, together with the Olympus Owned Real Property, the “Olympus Real Property”) to which Olympus or any of its Subsidiaries is a party. All material leases or licenses of Olympus Leased Real Property, and all material amendments and modifications thereto, are in full force and effect and have not been modified or amended, and there exists no material default or material liability under any such lease or license by Seller and Olympus or any of the improvements thereon and the use made thereof are set forth in Schedule -------- 1.1its Subsidiaries, nor any event that, with notice or lapse of time or both, would constitute a default or material liability thereunder by Olympus or any of its Subsidiaries. (c) Seller has As of the date of this AgreementEffective Date, the Olympus Real Property is not subject to any material outgoings, except for customary outgoings, including any applicable business rates, utility rates (including but not limited to water, electricity and will convey to Buyer at the Closing) fee simple title sewerage), janitorial service costs, and to the Owned extent applicable, rent, license fees, service charges and insurance premiums. (d) Neither Olympus nor any of its Subsidiaries has, since December 31, 2017, received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting the Olympus Real Property or any portion thereof or interest therein, and valid and binding leasehold interests (the "Real Estate Leases") with respect to the Leased Real Property Knowledge of Olympus, no such proceedings are threatened or proposed. (collectively, the "Real Property"). e) Except as set forth in Schedule -------- 3.9(c), Seller is in peaceable possession Section 4.15(d) of the Owned Olympus Disclosure Schedule, neither Olympus nor any of its Subsidiaries has subleased, licensed or otherwise granted to any other person any rights to use, occupy or possess any part of Olympus Real Property. (f) The current use of the Olympus Real Property is permitted in all material respects by and ------ Leased Real Property. The Owned Real Property complies in all material respects with the terms of the applicable lease or license and, to the Knowledge of Olympus, all applicable planning, zoning and Seller's interest development approvals and laws. (g) Notwithstanding any other provision of this Agreement, the warranties contained in the Leased Real Property foregoing subsections of this Section 4.15 are free the sole and clear exclusive warranties of all liens, security interests, pledges Olympus relating to property and encumbrances, other than the Permitted Liens or liens, security interests, pledges and encumbrances which will be discharged and released on or prior to the Closing Date, and are free and clear of all defaults, adverse claims, title impediments, encroachments, boundary disputes, covenants, restrictions, rights of way and title objections that would conflict in any material respect with Buyer's use of said property in the manner heretofore used by Seller. With respect to each Real Estate Lease: (i) the Lease is in full force and effect; (ii) all accrued and payable rents have been paid; (iii) there is no default of Seller, nor to Seller's knowledge, lease matters of any other party thereunder, and there is no waiver, indulgence or postponement of any obligations thereunder; (iv) to Seller's knowledge and without notice to the contrary, no event that with the giving of notice, the lapse of time, the happening of any further event or otherwise would become a default, has occurred under any such Lease; andkind.

Real Property and Leases. (a) All Section 4.15(a) of the Olympus Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of all of the real property (including, without limitation, all interests in any rights to real property) and improvements located thereon, and in each case a general description thereof, which is owned by Seller is set forth in Schedule 1.1(g) Olympus or any of its Subsidiaries (the "“Olympus Owned Real Property"”). ---------------Olympus or a Subsidiary of Olympus has good and valid title to the Olympus Owned Real Property and to all of the buildings, structures and other improvements thereon, free and clear of all Liens (except for Permitted Liens). (b) A description Section 4.15(b) of the Olympus Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of all leases or licenses of real property leased (“Olympus Leased Real Property” and, together with the Olympus Owned Real Property, the “Olympus Real Property”) to which Olympus or any of its Subsidiaries is a party. All material leases or licenses of Olympus Leased Real Property, and all material amendments and modifications thereto, are in full force and effect and have not been modified or amended, and there exists no material default or material liability under any such lease or license by Seller and Olympus or any of the improvements thereon and the use made thereof are set forth in Schedule -------- 1.1its Subsidiaries, nor any event that, with notice or lapse of time or both, would constitute a default or material liability thereunder by Olympus or any of its Subsidiaries. (c) Seller has As of the date of this Agreement, the Olympus Real Property is not subject to any material outgoings, except for customary outgoings, including any applicable business rates, utility rates (including but not limited to water, electricity and will convey to Buyer at the Closing) fee simple title sewerage), janitorial service costs, and to the Owned extent applicable, rent, license fees, service charges and insurance premiums. (d) Neither Olympus nor any of its Subsidiaries has, since December 31, 2017, received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting the Olympus Real Property or any portion thereof or interest therein, and valid and binding leasehold interests (the "Real Estate Leases") with respect to the Leased Real Property Knowledge of Olympus, no such proceedings are threatened or proposed. (collectively, the "Real Property"). e) Except as set forth in Schedule -------- 3.9(c), Seller is in peaceable possession Section 4.15(d) of the Owned Olympus Disclosure Schedule, neither Olympus nor any of its Subsidiaries has subleased, licensed or otherwise granted to any other person any rights to use, occupy or possess any part of Olympus Real Property. (f) The current use of the Olympus Real Property is permitted in all material respects by and ------ Leased Real Property. The Owned Real Property complies in all material respects with the terms of the applicable lease or license and, to the Knowledge of Olympus, all applicable planning, zoning and Seller's interest development approvals and laws. (g) Notwithstanding any other provision of this Agreement, the warranties contained in the Leased Real Property foregoing subsections of this Section 4.15 are free the sole and clear exclusive warranties of all liens, security interests, pledges Olympus relating to property and encumbrances, other than the Permitted Liens or liens, security interests, pledges and encumbrances which will be discharged and released on or prior to the Closing Date, and are free and clear of all defaults, adverse claims, title impediments, encroachments, boundary disputes, covenants, restrictions, rights of way and title objections that would conflict in any material respect with Buyer's use of said property in the manner heretofore used by Seller. With respect to each Real Estate Lease: (i) the Lease is in full force and effect; (ii) all accrued and payable rents have been paid; (iii) there is no default of Seller, nor to Seller's knowledge, lease matters of any other party thereunder, and there is no waiver, indulgence or postponement of any obligations thereunder; (iv) to Seller's knowledge and without notice to the contrary, no event that with the giving of notice, the lapse of time, the happening of any further event or otherwise would become a default, has occurred under any such Lease; andkind.

Real Property and Leases. (a) All Seller does not own any real property. Schedule 4.5.5 lists -------------- all real property previously owned at any point in the last three (including, without limitation, all interests in any rights to real property3) and improvements located thereon, and in each case a general description thereof, which is owned years by Seller is set forth in Schedule 1.1(g) or any Subsidiary (the "Owned Real Property"). ---------------. (b) A description Schedule 4.5.5 lists all of the leases (the "Facility Leases") -------------- of real property leased by Seller and of the improvements thereon and the use made thereof are set forth in Schedule -------- 1.1 (c) Seller has (and will convey to Buyer at the Closing) fee simple title to together with the Owned Real Property and valid and binding leasehold interests (the "Real Estate Leases") with respect to the Leased Real Property (collectivelyProperty, the "Real Property")) used by Seller or any Subsidiary in the operation of its respective business, copies of which have been delivered to Purchaser by Seller. Except as set forth on Schedule 4.5.5, each Facility Lease is valid, in full force and effect, and --------------- enforceable in accordance with its terms and constitutes a legal and binding obligation of each party thereto. Neither Seller nor any Subsidiary has given or received any notice of material default, termination or partial termination under any Facility Lease, and there is no existing or continuing material default by Seller or any Subsidiary or, to the Knowledge of Seller or any Subsidiary which default has not been cured, waived, or otherwise resolved, any other party in the performance or payment of any obligation under any Facility Lease. (c) Except as set forth on Schedule 4.5.5, to the Seller's --------------- Knowledge neither Seller nor any Subsidiary has received notice that any zoning or similar land use restrictions are presently in effect or proposed by any governmental authority which would materially impair the use or occupancy of any of the Real Property for the purposes for which such Real Property is currently being used, and the Seller's and the Subsidiaries' use of the Real Property is in compliance in all material respects with all applicable building, zoning and land use laws and regulations and property rights of others, except to the extent such non-compliance would not have a Material Adverse Effect. To the Knowledge of Seller, no condemnation by taking or eminent domain of any Leased Real Property is pending or threatened. (d) The copies of the Facility Leases heretofore furnished by the Seller or the Subsidiaries to Purchaser are true, correct and complete in all material respects, and such Facility Leases have not been modified in any respect and are in full force and effect in accordance with their respective terms. (e) The interests of the Seller or the Subsidiaries, as applicable, in and under each of the Facility Leases are unencumbered and subject to no present claim, contest, action or threatened action at law or in equity. (f) Except as set forth in Schedule -------- 3.9(c)4.5.5, no rent has been paid -------------- for more than one month in advance (excluding any amounts paid in accordance with the Facility Leases as estimates of expenses or Lessee's share thereof) and no security deposit has been paid by, nor is any brokerage commission payable by the Seller is or the Subsidiaries, or any or them, with respect to any Facility Lease pursuant to which the Seller or the Subsidiaries, or any of them, are lessees. (g) There are no contractual obligations, agreements in peaceable possession principle or present plans for the Seller or the Subsidiaries to enter into new leases of the Owned Real Property and ------ Leased Real Property. The Owned Real Property and Seller's interest in the Leased Real Property are free and clear of all liens, security interests, pledges and encumbrances, other than the Permitted Liens real property or liens, security interests, pledges and encumbrances which will be discharged and released on to renew or amend existing Facility Leases prior to the Closing Date, and are free and clear of all defaults, adverse claims, title impediments, encroachments, boundary disputes, . (h) No covenants, easements, restrictions, servitudes, rights of way and title objections that would conflict in any material respect with Buyer's use of said property in the manner heretofore used by Seller. With respect to each Real Estate Lease: (i) the Lease is in full force and effect; (ii) all accrued and payable rents have been paid; (iii) there is no default of Seller, nor to Seller's knowledge, of any other party thereunder, and there is no waiver, indulgence or postponement of any obligations thereunder; (iv) to Seller's knowledge and without notice regulations applicable to the contrary, no event that with the giving of notice, the lapse of time, the happening of any further event Real Property have had or otherwise would become are likely to have a default, has occurred under any such Lease; andMaterial Adverse Effect.

Real Property and Leases. (a) All Xxxxxxx Disclosure Schedule 3.15(a) contains a true, correct and complete list of all real property owned, leased or operated by the Xxxxxxx Companies, including but not limited to all REO (includingthe “Real Property”). True, without limitationcorrect and complete copies of all deeds, all interests in any rights to real property) surveys, title insurance policies and improvements located thereonleases for the properties listed on Xxxxxxx Disclosure Schedule 3.15(a), and in each case a general description thereofof all mortgages, deeds of trust and security agreements to which is owned by Seller is set forth in Schedule 1.1(g) (such properties are subject, have been made available to Bay to the "Owned Real Property"). ---------------extent Xxxxxxx possesses such deeds, surveys, title insurance policies, leases, mortgages, deeds of trust and security agreements. (b) A description of real property leased by Seller and of the improvements thereon and the use made thereof are set forth in Schedule -------- 1.1 (c) Seller has (and will convey No lease with respect to Buyer at the Closing) fee simple title to the Owned any Real Property and no deed with respect to any Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Real Property. Each lease with respect to any Real Property is a legal, valid and binding leasehold interests obligation of the parties thereto enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the "Real Estate Leases") with respect to rights of creditors generally and the Leased Real Property (collectively, the "Real Property"). Except as set forth in Schedule -------- 3.9(cavailability of equitable remedies), Seller is in peaceable possession of the Owned Real Property and ------ Leased Real Property. The Owned Real Property and Seller's interest in the Leased Real Property are free and clear of all liens, security interests, pledges and encumbrances, other than the Permitted Liens or liens, security interests, pledges and encumbrances which will be discharged and released on or prior to the Closing Date, and are free and clear of all defaults, adverse claims, title impediments, encroachments, boundary disputes, covenants, restrictions, rights of way and title objections that would conflict in any material respect with Buyer's use of said property in the manner heretofore used by Seller. With respect to each Real Estate Lease: (i) the Lease is in full force and effect; . To the Knowledge of Xxxxxxx, there are no existing defaults by the other party under any lease with respect to any Real Property, and, to the Knowledge of Xxxxxxx, there are no allegations or assertions of such defaults by any party under any lease with respect to any Real Property or any events that, with notice or lapse of time or the happening or occurrence of any other event, would constitute a default under any lease with respect to any of the Real Property, except where the existence of such defaults, individually or in the aggregate, has not had, and is not reasonably likely to have, a Material Adverse Effect. (c) To the Knowledge of Xxxxxxx, none of the buildings and structures located on any Real Property, nor any improvements or appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any material manner any land use Laws or restrictive covenants, or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Real Property, except for those violations and encroachments that in the aggregate could not reasonably be expected to have a Material Adverse Effect. No condemnation proceeding is pending or, to the Knowledge of Xxxxxxx, threatened, that would preclude or materially impair the use of any Real Property in the manner in which it is currently being used. (d) Xxxxxxx has a valid and enforceable leasehold interest in, or, to the Knowledge of Xxxxxxx based on title insurance owned by it, good and marketable title to, all Real Property and all improvements thereon, subject to no Liens of any kind except (i) as noted in the Xxxxxxx Financials, (ii) all accrued and payable rents have been paid; statutory Liens not yet delinquent or that are being contested in good faith, (iii) there is no default of Sellerminor defects and irregularities in title and encumbrances that do not materially impair the use thereof for the purposes for which they are held, nor to Seller's knowledge, of any other party thereunder, and there is no waiver, indulgence or postponement of any obligations thereunder; (iv) to Seller's knowledge mechanics liens not yet delinquent or that are being contested in good faith and without notice (v) those assets and properties disposed of for fair market value in the ordinary course of business since the date of the Xxxxxxx Financials. All Real Property used in Xxxxxxx’ business is in adequate condition (ordinary wear and tear excepted) and, to the contraryKnowledge of Xxxxxxx, no event is free from defects that could materially interfere with the giving current or future use of noticesuch facilities, the lapse of timeprovided such future use is substantially similar to its current use. (e) Except as listed on Xxxxxxx Disclosure Schedule 3.15(e), the happening there are no contracts, agreements or arrangements to sell, lease or otherwise dispose of any further event or otherwise would become a default, has occurred under any such Lease; andReal Property.