Common use of Real Property; Assets Clause in Contracts

Real Property; Assets. Schedule 3.15 sets forth a true and complete list and a brief description of each of the Real Property Assets showing the name of the applicable facility and common address and record title holder. Seller has provided or made available to Acquiror for each Real Property Asset, the legal description thereof, the location thereof, the improvements thereto and the uses being made thereof. Except as set forth in Schedule 3.15, the Company and the Company Subsidiaries owns good, marketable and insurable (at ordinary rates) title in fee simple absolute to all of the Real Property Assets (other than the Ground Leased Asset) and to all buildings, structures and other improvements thereon, in each case subject only to the Permitted Liens. Except as set forth on Schedule 3.15, the Company and the Company Subsidiaries have fulfilled and performed in all material respects all of their respective obligations, and all obligations binding upon any Real Property Asset, under each of the agreements or encumbrances to which any Real Property Asset is subject, and none of the Company and the Company Subsidiaries is in breach or default under, or in violation of or noncompliance with, in any material respect, any such agreements or encumbrances, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach, default, violation or noncompliance. Subject to obtaining the Seller Required Third Party Consents, the Indemnitor Required Third Party Consents and the consents listed on Schedule 5.10, the consummation of the transactions contemplated by this Agreement and the Tax Matters Agreement will not result in any breach or violation of, default under or noncompliance with, or any forfeiture or impairment of any rights under, any agreement or encumbrance to which any of the Real Property Assets is subject, or require any consent, approval or act of, or the making of any filing with, any Person party to or benefited by or possessing the power or authority to exercise rights or remedies under or with respect to any such agreement or encumbrance. All public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to the Real Property Assets, and each of the Real Property Assets has unlimited access to and from publicly dedicated streets, the responsibility for maintenance of which has been accepted by the appropriate Governmental Authority. Complete and correct copies of any surveys in the Company's or any of the Company Subsidiaries' possession and any policies of title insurance currently in force and in the possession of the Company or any of the Company Subsidiaries with respect to each such parcel have heretofore been delivered or made available to Acquiror. Subject to Article IX and except as set forth in Schedule 3.15, neither the whole nor any part of any Real Property Asset, including any Ground Leased Asset or any real property leased, used or occupied by any of the Company or the Company Subsidiaries, is subject to any pending suit for condemnation or other taking by any public authority, and, to the Knowledge of the Selling Parties, no such condemnation or other taking is threatened or contemplated. Subject to Article IX, neither the whole nor any part of any Real Property Asset, including any Ground Leased Asset or any real property leased, used, owned or occupied by any of the Company or the Company Subsidiaries, is subject to any casualty or loss that has not been repaired and restored (and for which all costs in connection therewith have been paid in full).

Real Property; Assets. Schedule 3.15 sets forth a true and complete list and a brief description of each of the Real Property Assets showing the name of the applicable facility and common address and record title holder. Seller has provided or made available to Acquiror for each Real Property Asset, the legal description thereof, of such Real Property Asset and a description of the location thereof, the improvements thereto and the uses being made thereof. Except as set forth in Schedule 3.15, Each of the Company and the Company Subsidiaries Companies owns good, marketable and insurable (at ordinary rates) title in fee simple absolute to all of the Real Property Assets (other than the Additional Real Property Assets and the Ground Leased Asset) and to all buildings, structures and other improvements thereon, in each case subject only to the Permitted Liens. At the First Closing, AHC Borrower shall own good, marketable and insurable (at ordinary rates) title in fee simple absolute to the FDL Real Property Asset and the Lynnwood Real Property Asset, and to all buildings, structures and other improvements thereon, in each case subject only to the Permitted Liens, and ALS Venture shall own good, marketable and insurable (at ordinary rates) title in fee simple absolute to the Winston-Salem Real Property Asset, and to all buildings, structures and other improvements thereon, in each case subject only to the Permitted Liens. Except as set forth on Schedule 3.15, each of the Company and the Company Subsidiaries have Companies has fulfilled and performed in all material respects all of their its respective obligations, and all obligations binding upon any Real Property Asset, under each of the agreements or encumbrances to which any Real Property Asset is subject, and none of the Company and the Company Subsidiaries Companies is in breach or default under, or in violation of or noncompliance with, in any material respect, any such agreements or encumbrances, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach, default, violation or noncompliance. Subject to obtaining the Seller Required Third Party Consents, the Indemnitor Required Third Party Consents and the consents listed Except as set forth on Schedule 5.103.15, the consummation of the transactions contemplated by this Agreement and or the Tax Matters Agreement will not result in any breach or violation of, default under or noncompliance with, or any forfeiture or impairment of any rights under, any agreement or encumbrance to which any of the Real Property Assets is subject, or require any consent, approval or act of, or the making of any filing with, any Person party to or benefited by or possessing the power or authority to exercise rights or remedies under or with respect to any such agreement or encumbrance. All public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to the Real Property Assets, and each of the Real Property Assets has unlimited access to and from publicly dedicated streets, the responsibility for maintenance of which has been accepted by the appropriate Governmental Authority. Complete and correct copies of any surveys in the Company's or any of the Company Subsidiaries' possession and any policies of title insurance currently in force and in the possession of the Company or any of the Company Subsidiaries with respect to each such parcel have heretofore been delivered or made available to Acquiror. Subject to Article IX and except as set forth in Schedule 3.15, neither the whole nor any part of any Real Property Asset, including any Ground Leased Asset or any real property leased, used or occupied by any of the Company or the Company Subsidiaries, is subject to any pending suit for condemnation or other taking by any public authority, and, to the Knowledge of the Selling Parties, no such condemnation or other taking is threatened or contemplated. Subject to Article IX, neither the whole nor any part of any Real Property Asset, including any Ground Leased Asset or any real property leased, used, owned or occupied by any of the Company or the Company Subsidiaries, is subject to any casualty or loss that has not been repaired and restored (and for which all costs in connection therewith have been paid in full).or

Real Property; Assets. Schedule 3.15 sets (a) The Borrower and each of its Consolidated Subsidiaries that proposes to purchase or otherwise acquire a fee ownership interest in a Real Property Asset subsequent to the Effective Date shall (i) promptly, but in any event within ten (10) Business Days, of any such proposed purchase or other acquisition, provide written notice thereof to the Administrative Agent, setting forth with specificity a true and complete list and a brief description of such Real Property Asset to be purchased or otherwise acquired and an appraisal or the Borrower's or any such Consolidated Subsidiary's good faith estimate of the current fair market value of such Real Property Asset and (ii) the Borrower and each of its applicable Domestic Subsidiaries shall promptly execute and deliver to the Administrative Agent, a Mortgage granting to the Collateral Agent a second priority Lien on such Real Property Asset (excluding any Real Property Assets showing of any Foreign Subsidiary), subject only to the name first priority Lien of the applicable facility New Working Capital Facility Agent so long as any obligations or commitments are outstanding under the New Working Capital Facility and common address and record title holder. Seller has provided such other documents or made available instruments as the Administrative Agent shall reasonably request at the written direction of the Required Lenders with respect to Acquiror for each such Real Property Asset, including, without limitation, a Phase I environmental report, mortgage title insurance, a survey and a local counsel opinion as to the legal description thereofenforceability of (A) any mortgage with respect thereto, (B) the location thereofLien created by the mortgage, (C) any UCC financing statements filed, (D) the improvements thereto and perfection resulting from the uses being made thereof. Except as set forth in Schedule 3.15filing of such UCC financing statements and, if required by the Company and Administrative Agent at the Company Subsidiaries owns good, marketable and insurable (at ordinary rates) title in fee simple absolute to all written direction of the Real Property Assets (other than Required Lenders, supplemental casualty insurance and flood insurance. Each of the Ground Leased Asset) Borrower and to all buildings, structures and other improvements thereon, in each case subject only to the Permitted Liens. Except as set forth on Schedule 3.15, the Company and the Company Subsidiaries have fulfilled and performed in all material respects all of their respective obligations, and all obligations binding upon any Real Property Asset, under each of the agreements or encumbrances its applicable Domestic Subsidiaries shall use commercially reasonable efforts to which any Real Property Asset is subjectobtain a Landlord's Waiver, and none of the Company and the Company Subsidiaries is in breach or default under, or in violation of or noncompliance with, in any material respect, any such agreements or encumbrances, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach, default, violation or noncompliance. Subject to obtaining the Seller Required Third Party Consents, the Indemnitor Required Third Party Consents and the consents listed on Schedule 5.10, the consummation of the transactions contemplated by this Agreement and the Tax Matters Agreement will not result in any breach or violation of, default under or noncompliance with, or any forfeiture or impairment of any rights under, any mortgagee agreement or encumbrance to which any Bailee Letter, as applicable, from the lessor of the Real Property Assets is subjecteach leased property, mortgagee of owned property or require any consent, approval or act of, or the making of any filing with, any Person party to or benefited by or possessing the power or authority to exercise rights or remedies under or bailee with respect to any such warehouse, processor or converter facility or other location where Collateral is stored or located that has an aggregate fair market value or book value (whichever is higher as determined under GAAP) in excess of $75,000, which agreement or encumbrance. All public utilitiesletter shall contain a waiver or subordination of all Liens or claims that the landlord, including watermortgagee or bailee may assert against the Collateral at that location, sewer, gas, electric, telephone and drainage facilities, give adequate service shall otherwise be reasonably satisfactory in form and substance to the Real Property AssetsRequired Lenders. After the Effective Date, no new real property or new warehouse space shall be leased by any Loan Party and each no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Date if the Collateral to be stored or located at such location (i) has an aggregate fair market value or purchase price (whichever is higher, as determined by the Administrative Agent or its counsel or the Required Lenders ) in excess of $75,000 or (ii) has an aggregate fair market value or purchase price (whichever is higher, as determined by the Real Property Assets has unlimited access to and from publicly dedicated streets, Administrative Agent or its counsel or the responsibility for maintenance of Required Lenders) when aggregated with Collateral which has been accepted by stored at new real property or new warehouse spaces leased after the appropriate Governmental Authority. Complete and correct copies Effective Date or shipped to a processor or converter under arrangements established after the Effective Date in excess of any surveys in $500,000, without the Company's or any prior written consent of the Company Subsidiaries' possession Required Lenders or, unless and any policies of title insurance currently in force and in the possession of the Company until a reasonably satisfactory landlord agreement or any of the Company Subsidiaries bailee letter, as appropriate, shall first have been obtained with respect to each such parcel have heretofore been delivered or made available to Acquiror. Subject to Article IX and except as set forth in Schedule 3.15, neither the whole nor any part of any Real Property Asset, including any Ground Leased Asset or any real property leased, used or occupied by any of the Company or the Company Subsidiaries, is subject to any pending suit for condemnation or other taking by any public authority, and, to the Knowledge of the Selling Parties, no such condemnation or other taking is threatened or contemplated. Subject to Article IX, neither the whole nor any part of any Real Property Asset, including any Ground Leased Asset or any real property leased, used, owned or occupied by any of the Company or the Company Subsidiaries, is subject to any casualty or loss that has not been repaired and restored (and for which all costs in connection therewith have been paid in full)location.

Real Property; Assets. Schedule 3.15 sets forth (a) SCHEDULE 3.04(a) is a true and complete list identifying the Owned Real Property and a brief description of each which of the Real Property Assets showing Sellers is the name of the applicable facility and common address and record title holderowner thereof. Seller has provided or Sellers have made available to Acquiror for Purchaser with respect to each Owned Real Property Asset, the legal address thereof and a general description thereof, the location thereof, a general description of the improvements thereto and the uses being made thereofthereof in the Business. Except as set forth in Schedule 3.15SCHEDULE 3.04(a), the Company Seller listed on SCHEDULE 3.04(a) owns good and the Company Subsidiaries owns good, marketable and insurable (at ordinary rates) title in fee simple absolute to all of the Owned Real Property Assets (other than the Ground Leased Asset) identified on such Schedule and to all buildings, structures and other improvements located thereon (collectively, together with the Company's right, title and interest in and to the Leased Real Property and the buildings, structures and other improvements located thereon, the "FACILITIES"), in each case subject only to the Permitted LiensEncumbrances. Except as set forth on Schedule 3.15SCHEDULE 3.04(a), the Company and the Company Subsidiaries Sellers have fulfilled and performed complied in all material respects with all of their respective obligationsencumbrances, agreements and all other obligations which may be binding upon any Real Property Asset, under each of the agreements Owned Real Properties or encumbrances to which any Owned Real Property Asset is may be subject, and none of the Company and the Company Subsidiaries Sellers is in breach or default under, or in violation of or noncompliance with, in any material respect, any such encumbrances, agreements or encumbrances, obligations and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach, default, violation or noncompliance. Subject to obtaining the Seller Required Third Party Consents, the Indemnitor Required Third Party Consents and the consents listed on Schedule 5.10, the consummation of the transactions contemplated by this Agreement and the Tax Matters Agreement will not result in any breach or violation of, default under or noncompliance with, or any forfeiture or impairment of any rights under, any agreement or encumbrance to which any of the Real Property Assets is subject, or require any consent, approval or act of, or the making of any filing with, any Person party to or benefited by or possessing the power or authority to exercise rights or remedies under or with respect to any such agreement or encumbrance. All public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to the Real Property AssetsFacilities, and each of the Real Property Assets Facilities has unlimited access to and from publicly dedicated streets, the responsibility for maintenance of which has been accepted by the appropriate Governmental Authority. Complete and correct copies of any surveys in the Company's or any of the Company SubsidiariesSellers' possession and any policies of title insurance currently in force and in the possession of the Company or any of the Company Subsidiaries Sellers with respect to each such parcel have heretofore been delivered or shall promptly be made available to AcquirorPurchaser. Subject to Article IX SECTION 9.02 and except as set forth in Schedule 3.15SCHEDULE 3.04(a), neither the whole nor any part of any Owned Real Property Asset, including any Ground Leased Asset or any real property leased, used or occupied by any of the Company or the Company Subsidiaries, is subject to any pending suit for condemnation or other taking by any public authority, and, to the Knowledge of the Selling PartiesSellers, no such condemnation or other taking is threatened or contemplated. Subject to Article IXSECTION 9.01, neither the whole nor any material part (as defined in SECTION 9.01) of any Owned Real Property Asset, including any Ground Leased Asset or any real property leased, used, owned or occupied by any of the Company or the Company Subsidiaries, Sellers is subject to any casualty or loss that has not been repaired and restored (and for which all costs in connection therewith have been paid in full).