Common use of Real Property; Environmental Matters Clause in Contracts

Real Property; Environmental Matters. (a) The Company and its Subsidiaries do not own nor have they ever owned any real property or interests in real property. (b) Section 4.16(b) of the Company Disclosure Schedule sets forth a list of all leases, subleases, licenses or other agreements, including all amendments, supplements, modifications and extensions to which the Company or any of its Subsidiaries is a party or by which it is bound (each, together with the 2705 Lease and the LA Lease, a “Company Lease”), for the use or occupancy of real property by the Company or any of its Subsidiaries (collectively, the “Company Leased Real Property”), together with the property address of the Company Leased Real Property related thereto. (c) (i) Each Company Lease is a valid and binding obligation of the Company or one of its Subsidiaries and, to the Knowledge of the Company, each other party or parties thereto, in accordance with its terms and, unless terminated by the other parties thereto or expired in accordance with the terms of such Company Lease following the date hereof, is in full force and effect, subject to the Enforceability Exceptions and (ii) the Company and its Subsidiaries are not, and, to the Knowledge of the Company, no other party thereto is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in each Company Lease (and neither the Company nor any of its Subsidiaries has received any notice alleging any such default), nor has there been any event occurrence, condition or act that with notice, lapse of time, or the happening of any other event or condition, that would constitute a default under a Company Lease. No condemnation proceeding is pending or, to the Knowledge of the Company, threatened which would preclude or materially impair the use of the Company Leased Real Property by the Company or any applicable Subsidiary of the Company for the purposes for which it is used as of the date hereof, and the Company and its Subsidiaries enjoy quiet possession of the Company Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries subleases or sublicenses any portion of the Company Leased Real Property to any Person other than the Company or any of its Subsidiaries. (d) The Company has made available to the Purchaser prior to the date hereof copies of each Company Lease. (e) Each of the Company and its Subsidiaries is and has been in compliance with all applicable Environmental Laws, which compliance includes the possession by each of the Company and its Subsidiaries of all Environmental Licenses , and compliance with the terms and conditions thereof, and all such Environmental Licenses may be relied upon by the Purchaser for the lawful operation of the business on and after the Initial Closing Date without transfer, reissuance or other governmental action. A list of all material Environmental Licenses is set forth on Section 4.16(e) of the Company Disclosure Schedule. None of the Company nor its Subsidiaries has received any complaint, claim, notice, demand, order, request for information or other communication, whether from any Person, Governmental Authority, citizens group, any current or former employee of the Company or its Subsidiaries, or otherwise, that alleges that any of the Company or its Subsidiaries is not in compliance with any Environmental Law, and there are no circumstances that may prevent, impede, increase the costs with the operation of the business or interfere with any of the Company’s or its Subsidiaries’ compliance with any Environmental Law in the future. The Company and the Subsidiaries have not owned or operated any real property or treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any Hazardous Material so as to give rise to any Liabilities (including any Liability for response costs, reporting, investigation, assessment, remediation, corrective action costs, personal injury, natural resource damages, property damage or attorneys’ fees or any investigative, corrective or remedial obligations) pursuant to any Environmental Law. The Company and the Subsidiaries have not retained or assumed, by contract or operation of Law, any Liabilities of third parties under any Environmental Law. The Company and the Subsidiaries have provided to Purchaser copies of all material documentation in their possession or control regarding Hazardous Materials or concerning compliance with Environmental Laws.

Real Property; Environmental Matters. (a) The Company and its Subsidiaries do not own nor have they ever owned any Schedule 3.11(a) hereto lists all of the real property or interests in real property. (b) Section 4.16(b) of the Company Disclosure Schedule sets forth a list of all leases, subleases, licenses or other agreements, including all amendments, supplements, modifications and extensions to which the Company or any of its Subsidiaries is a party or by which it is bound (each, together with the 2705 Lease and the LA Lease, a “Company Lease”), for the use or occupancy of real property owned by the Company or any of its the Company’s Subsidiaries (collectively, the “Owned Real Property”) and all of the real property leased by the Company or any of the Company’s Subsidiaries (the “Leased Real Property”), and together with the property address of Owned Real Property, the Company Leased “Real Property related thereto. (cProperty”). Except as set forth on Schedule 3.11(a) hereto, (i) Each Company Lease is a valid and binding obligation of the Company or one of its Subsidiaries and, to the Knowledge and each of the Company’s Subsidiaries has valid title to its Owned Real Property, each free and clear of any Lien, easement, covenant, or other party restriction, except for installments of special assessments not yet delinquent, recorded easements, covenants, and other restrictions, and utility easements, building restrictions, zoning restrictions, and other easements and restrictions existing generally with respect to properties of a similar character which, either individually or parties theretoin the aggregate, in accordance with its terms andcould not reasonably be expected to have a Material Adverse Effect, unless terminated by the other parties thereto or expired in accordance with the terms of such Company Lease following the date hereof, is in full force and effect, subject to the Enforceability Exceptions and (ii) neither the Company and its Subsidiaries are not, and, to the Knowledge nor any of the Company’s Subsidiaries has leased, no other party thereto licensed or otherwise granted any Person the right to use or occupy any of its Owned Real Property or any portion thereof. Except as set forth on Schedule 3.11(a) hereto, none of the Company’s Subsidiaries (A) is in material breach or default in under any of the performancereal property leases to which it is a party, observance or fulfillment (B) has subleased, licensed or otherwise granted any Person the right to use or occupy any of its Leased Real Property or any obligation, covenant or condition contained in each Company Lease (and neither portion thereof. Neither the Company nor any of its Subsidiaries has received any notice alleging that either the whole or any such default), nor has there been any event occurrence, condition or act that with notice, lapse of time, or the happening material portion of any other event or condition, that would constitute a default under a Company Lease. No condemnation proceeding is pending or, to the Knowledge of the Company, threatened which would preclude or materially impair the use of the Company Leased Real Property is to be condemned, requisitioned or otherwise taken by the Company or any applicable Subsidiary of the Company for the purposes for which it is used as of the date hereof, and the Company and its Subsidiaries enjoy quiet possession of the Company Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrancespublic authority. Neither the Company nor any of its Subsidiaries subleases has received notice of or sublicenses has any portion knowledge of any public improvements that will be made that may result in special assessments against or otherwise affect any of the Company Leased Real Property and which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 3.11(b) hereto: (i) neither the Company nor any of its Subsidiaries is in violation of any judgment, decree, order, law, license, rule, regulation, permit, statute, writ or injunction applicable to its business and pertaining to environmental matters or the protection of human health, including without limitation, those arising under the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986, the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any state or local statute, regulation, ordinance, order or decree relating to health, safety or the environment (hereinafter “Environmental Laws”), except for violations which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (ii) neither the Company nor any of its Subsidiaries has received written notice from any third party including, without limitation, any federal, state or local governmental authority: (A) that the Company or any of its Subsidiaries has been identified by the United States Environmental Protection Agency or any other governmental authority as a potentially responsible party under CERCLA or any similar state Environmental Law with respect to any Person site requiring remedial investigation, removal or other than response action, including without limitation, the Real Property, any property formerly owned, leased or operated by the Company or any of its Subsidiaries, or any site listed on the National Priorities List, 40 C.F.R. Part 000 Xxxxxxxx X (1986); (B) that any hazardous waste, as defined by 42 U.S.C. §6903(5), any hazardous substance as defined by 42 U.S.C. §9601(14), any pollutant or contaminant as defined by 42 U.S.C. §9601(33) and any toxic substance, oil or hazardous material or other chemical or substance regulated by any Environmental Laws (“Hazardous Substances”) which the Company or any of its Subsidiaries has generated, transported or disposed of or arranged for the transportation or disposal of has been found at any site at which a federal, state or local agency or other third party has conducted or has ordered that the Company or any of its Subsidiaries conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (C) that the Company or any of its Subsidiaries is or shall be a named party to any claim, action, cause of action, complaint, (contingent or otherwise) legal or administrative proceeding arising out of any third party’s incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with the release or presence of Hazardous Substances; (iii) no Hazardous Substances have been or are threatened to be released, spilled, leaked, discharged, disposed of, pumped, poured, emitted, emptied, injected, leached or dumped, or are present in an uncontained state at, on, about or under the Real Property, any off-site location, or any property formerly owned, operated or leased by the Company or any of its Subsidiaries in connection with their respective businesses, in each case in violation in any material respect of applicable Environmental Laws for which the Company or any of its Subsidiaries is or could be liable; and (iv) the Company has provided to the Buyer copies of all environmental inspections, investigations, studies, audits, tests, reviews or other analyses conducted with respect to the Real Property and in the possession of or under the control of the Company or any of its Subsidiaries. (d) The Company has made available to the Purchaser prior to the date hereof copies of each Company Lease. (e) Each of the Company and its Subsidiaries is and has been in compliance with all applicable Environmental Laws, which compliance includes the possession by each of the Company and its Subsidiaries of all Environmental Licenses , and compliance with the terms and conditions thereof, and all such Environmental Licenses may be relied upon by the Purchaser for the lawful operation of the business on and after the Initial Closing Date without transfer, reissuance or other governmental action. A list of all material Environmental Licenses is set forth on Section 4.16(e) of the Company Disclosure Schedule. None of the Company nor its Subsidiaries has received any complaint, claim, notice, demand, order, request for information or other communication, whether from any Person, Governmental Authority, citizens group, any current or former employee of the Company or its Subsidiaries, or otherwise, that alleges that any of the Company or its Subsidiaries is not in compliance with any Environmental Law, and there are no circumstances that may prevent, impede, increase the costs with the operation of the business or interfere with any of the Company’s or its Subsidiaries’ compliance with any Environmental Law in the future. The Company and the Subsidiaries have not owned or operated any real property or treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any Hazardous Material so as to give rise to any Liabilities (including any Liability for response costs, reporting, investigation, assessment, remediation, corrective action costs, personal injury, natural resource damages, property damage or attorneys’ fees or any investigative, corrective or remedial obligations) pursuant to any Environmental Law. The Company and the Subsidiaries have not retained or assumed, by contract or operation of Law, any Liabilities of third parties under any Environmental Law. The Company and the Subsidiaries have provided to Purchaser copies of all material documentation in their possession or control regarding Hazardous Materials or concerning compliance with Environmental Laws.

Real Property; Environmental Matters. (a) Section 4.14(a) of the Disclosure Schedule identifies all real property as to which any Company Party is the fee owner, operator or the lessee under a lease described in Section 4.14(e). All of the land, premises and other improvements comprising such real property are adequate for intended and actual usage, and are without need for material repair, and the operation thereof as conducted during the 12-month period prior to the date hereof and as presently and proposed to be conducted is not in violation of any applicable building code, zoning ordinance or other Law in any material respect. All of the land, premises and other improvements comprising such real property as to which any Company Party is the fee owner are in good operating condition. The Company has secured effective and valid rights to use all the land and spaces through or on which its Subsidiaries do telecommunications network facilities are installed and such rights are not own nor have they ever owned any real property subject to revocation, termination or interests in real propertymodification. (b) Section 4.16(bThere are no pending actions or proceedings (including condemnation proceedings) of the Company Disclosure Schedule sets forth a list of all leasesconcerning any such current or formerly owned, subleases, licenses operated or other agreements, including all amendments, supplements, modifications and extensions to which the Company or any of its Subsidiaries is a party or by which it is bound (each, together with the 2705 Lease and the LA Lease, a “Company Lease”), for the use or occupancy of leased real property by that, if adversely determined to any Company Party, can reasonably be expected to have a Material Adverse Effect and, to the Company Company's Knowledge, no such action or any of its Subsidiaries (collectively, the “Company Leased Real Property”), together with the property address of the Company Leased Real Property related theretoproceeding has been threatened. (c) (i) Each Company Lease is a valid and binding obligation None of the Company or one of its Subsidiaries and, to the Knowledge of the Company, each other party or parties thereto, in accordance with its terms and, unless terminated by the other parties thereto or expired in accordance with the terms of such Company Lease following the date hereof, is in full force and effect, subject to the Enforceability Exceptions and (ii) the Company and its Subsidiaries are not, and, to the Knowledge of the Company, no other party thereto is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in each Company Lease (and neither the Company nor any of its Subsidiaries Parties has received any written notice alleging from any such default), nor has there been any event occurrence, condition or act that with notice, lapse of time, or Governmental Authority requiring the happening correction of any other event condition with respect to any property by reason of a violation or condition, that would constitute a default under a Company Lease. No condemnation proceeding is pending or, to the Knowledge alleged violation of the Company, threatened which would preclude or materially impair the use of the Company Leased Real Property by the Company or any applicable Subsidiary of the Company for the purposes for Law or regulation which it is used as of the date hereof, and the Company and its Subsidiaries enjoy quiet possession of the Company Leased Real Property, free and clear of all Encumbrancescould reasonably be expected to have a Material Adverse Effect, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries subleases notices with respect to violations or sublicenses any portion of the Company Leased Real Property to any Person other than the Company or any of its Subsidiariesalleged violations that have been cured. (d) The Company has made available to the Purchaser prior Investors complete copies of any third party reports that are in the Company's possession or control, have been prepared within the last five (5) years, and relate to the date hereof copies physical or environmental condition of each any of the real property currently or formerly owned, operated, leased or occupied by any Company LeaseParty (the "Environmental Studies"). (e) Each Section 4.14(e) of the Disclosure Schedule contains a list of all leases or other Contracts or arrangements pursuant to which real property is leased to or otherwise occupied or used by any Company Party requiring payments in excess of Won 500 million (or its equivalent in any other currency) per year. With respect to each such Contract: (i) if written, the Company has provided each Investor with true, correct and complete copy thereof, as currently in effect and as amended or modified or agreed to be amended or modified; (ii) except as set forth in Section 4.14(e)(ii) of the Disclosure Schedule, such Contract is in full force and effect and is legal, valid, binding and enforceable against the parties thereto, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by principles of equity relating to enforceability and each Company Party has taken all commercially reasonable steps to secure any refund claims it may have against any security deposits provided by it in connection with such Contract; and (iii) no Company Party is in default in its Subsidiaries obligations to pay rent under such Contract and no Company Party or any other party thereto is in default in any of its other material obligations thereunder. (f) No Company Party has received any outstanding written notice or request for information from any Governmental Authority regarding any release or threatened release of any Hazardous Materials or any actual or alleged material violation of Environmental, Health, and has been Safety Laws relating to such property or its occupancy, operation or use by any Company Party and arising under Environmental, Health, and Safety Laws. (g) Except as described in compliance with all applicable the Environmental LawsStudies, which compliance includes the possession by each of the Company Parties has complied and its Subsidiaries of is in compliance, with all Environmental Licenses Environmental, Health, and compliance with the terms Safety Laws and conditions thereofhas obtained, has complied, and is currently in compliance with, in each case in all such Environmental material respects, all Licenses may be relied upon by the Purchaser that are required pursuant to Environmental, Health, and Safety Laws for the lawful occupation of its facilities or the operation of its business. (h) To the Knowledge of the Company, there are no events, conditions or circumstances, including but not limited to pending changes in any Environmental, Health and Safety Law or License, that are likely to interfere with or otherwise affect the business on and after or operations of any Company Party in the Initial Closing Date without transfer, reissuance manner now conducted or other governmental action. A list of all material Environmental Licenses is set forth on Section 4.16(e) of the Company Disclosure Schedule. None of the Company nor its Subsidiaries has received any complaint, claim, notice, demand, order, request for information which would interfere substantially with compliance or other communication, whether from any Person, Governmental Authority, citizens group, any current or former employee of the Company or its Subsidiaries, or otherwise, that alleges that any of the Company or its Subsidiaries is not in continued compliance with any Environmental LawEnvironmental, Health and there are no circumstances that may prevent, impede, increase the costs with the operation of the business Safety Law or interfere with any of the Company’s or its Subsidiaries’ compliance with any Environmental Law in the future. The Company and the Subsidiaries have not owned or operated any real property or treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any Hazardous Material so as to give rise to any Liabilities (including any Liability for response costs, reporting, investigation, assessment, remediation, corrective action costs, personal injury, natural resource damages, property damage or attorneys’ fees or any investigative, corrective or remedial obligations) pursuant to any Environmental Law. The Company and the Subsidiaries have not retained or assumed, by contract or operation of Law, any Liabilities of third parties under any Environmental Law. The Company and the Subsidiaries have provided to Purchaser copies of all material documentation in their possession or control regarding Hazardous Materials or concerning compliance with Environmental LawsLicense.

Real Property; Environmental Matters. (a) The Company and its Subsidiaries do not own nor have they ever owned any Disclosure Schedule identifies all real property or interests in real property. (b) Section 4.16(b) of the Company Disclosure Schedule sets forth a list of all leases, subleases, licenses or other agreements, including all amendments, supplements, modifications and extensions as to which the Company or any of its Subsidiaries is the fee owner, operator or the lessee under a party lease described in Section 3.14(e). (b) To the Company's Knowledge there are no pending actions or by which it is bound proceedings (eachincluding condemnation proceedings) concerning any such current or formerly owned, together with the 2705 Lease and the LA Lease, a “Company Lease”), for the use operated or occupancy of leased real property by that, if adversely determined to the Company or any of its Subsidiaries (collectivelySubsidiaries, can reasonably be expected to have a Material Adverse Effect and, to the “Company Leased Real Property”)Company's knowledge, together with the property address of the Company Leased Real Property related theretono such action or proceeding has been threatened. (c) (i) Each Company Lease is a valid and binding obligation None of the Company or one of its Subsidiaries and, to the Knowledge of the Company, each other party or parties thereto, in accordance with its terms and, unless terminated by the other parties thereto or expired in accordance with the terms of such Company Lease following the date hereof, is in full force and effect, subject to the Enforceability Exceptions and (ii) the Company and its Subsidiaries are not, and, to the Knowledge of the Company, no other party thereto is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in each Company Lease (and neither the Company nor any of its Subsidiaries Parties has received any written notice alleging from any such default)city, nor has there been any event occurrence, condition village or act that with notice, lapse of time, or Governmental Authority requiring the happening correction of any other event or condition, that would constitute a default under a Company Lease. No condemnation proceeding is pending or, condition with respect to the Knowledge of the Company, threatened which would preclude or materially impair the use of the Company Leased Real any Property by the Company reason of a violation or alleged violation of any applicable Subsidiary of the Company for the purposes for law or regulation which it is used as of the date hereof, and the Company and its Subsidiaries enjoy quiet possession of the Company Leased Real Property, free and clear of all Encumbrancescould reasonably be expected to have a Material Adverse Effect, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries subleases notices with respect to violations or sublicenses any portion of the Company Leased Real Property to any Person other than the Company or any of its Subsidiariesalleged violations that have been cured. (d) The Company has made available to the Purchaser prior Purchasers complete copies of any third party reports that are in the Company's possession or control, have been prepared within the last five years, and relate to the date hereof copies physical or environmental condition of each any of the real property currently or formerly owned, operated, leased or occupied by the Company Leaseor any of its Subsidiaries (the "Environmental Studies"). (e) Each The Disclosure Schedule contains a list of all leases or other Contracts or arrangements pursuant to which real property is leased to or otherwise occupied or used by any Company Party requiring payments in excess of $500,000 per year. With respect to each such Contract: (i) if written, the Company has provided the Purchasers with true, correct and complete copy thereof, as in effect and as amended or modified or agreed to be amended or modified; (ii) such Contract is in full force and effect and is legal, valid, binding and enforceable against the parties thereto, subject to the Remedies Exception; and (iii) neither the Company nor any of its Subsidiaries is in default in its obligations to pay rent under such Contract and has been in compliance with all applicable Environmental Lawsto the Company's knowledge, which compliance includes the possession by each of the Company and its Subsidiaries of all Environmental Licenses , and compliance with the terms and conditions thereof, and all such Environmental Licenses may be relied upon by the Purchaser for the lawful operation of the business on and after the Initial Closing Date without transfer, reissuance or other governmental action. A list of all material Environmental Licenses is set forth on Section 4.16(e) of the Company Disclosure Schedule. None of neither the Company nor any of its Subsidiaries nor any other party thereto is in default in any of its other material obligations thereunder. (f) No Company Party nor, to the Company's knowledge, any owner of any real property owned, leased or occupied by the Company or any of its Subsidiaries has received any complaint, claim, notice, demand, order, outstanding written notice or request for information or other communication, whether from any PersonGovernmental Authority regarding any release or threatened release of any Hazardous Materials or any actual or alleged material violation of Environmental, Governmental AuthorityHealth, citizens groupand Safety Laws relating to such property or its occupancy, operation or use by the Company or any of its Subsidiaries and arising under Environmental, Health, and Safety Laws, which if adversely determined to the Company, any current of its Subsidiaries or former employee such owner, as the case may be, could reasonably be expected to have a Material Adverse Effect. (g) Except as described in the Environmental Studies, each of the Company Parties has complied and is in compliance, with all Environmental, Health, and Safety Laws and has obtained, has complied, and is currently in compliance with, in each case in all material respects, all Licenses that are required pursuant to Environmental, Health, and Safety Laws for the occupation of its facilities or the operation of its businesses, in each case where noncompliance could reasonably be expected to have a Material Adverse Effect. (h) to the Company's Knowledge, there are no past or present events, conditions or circumstances, including but not limited to pending changes in any Environmental, Health and Safety Law or License, that are likely to interfere with or otherwise affect the businesses or operations of the Company or its Subsidiaries, or otherwise, that alleges that any of the Company or its Subsidiaries is not in the manner now conducted or which would interfere substantially with compliance or continued compliance with any Environmental LawEnvironmental, Health and there are no circumstances Safety Law or License, in each case in a manner that may prevent, impede, increase the costs with the operation of the business or interfere with any of the Company’s or its Subsidiaries’ compliance with any Environmental Law in the future. The Company and the Subsidiaries could reasonably be expected to have not owned or operated any real property or treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any Hazardous a Material so as to give rise to any Liabilities (including any Liability for response costs, reporting, investigation, assessment, remediation, corrective action costs, personal injury, natural resource damages, property damage or attorneys’ fees or any investigative, corrective or remedial obligations) pursuant to any Environmental Law. The Company and the Subsidiaries have not retained or assumed, by contract or operation of Law, any Liabilities of third parties under any Environmental Law. The Company and the Subsidiaries have provided to Purchaser copies of all material documentation in their possession or control regarding Hazardous Materials or concerning compliance with Environmental LawsAdverse Effect.

Real Property; Environmental Matters. (a) The Company and its Subsidiaries do not own nor have they ever owned any Disclosure Schedule identifies all real property or interests in real property. (b) Section 4.16(b) of the Company Disclosure Schedule sets forth a list of all leases, subleases, licenses or other agreements, including all amendments, supplements, modifications and extensions as to which the Company or any of its Subsidiaries is the fee owner, operator or the lessee under a party lease described in Section 3.14(e). --------------- (b) To the Company's Knowledge there are no pending actions or by which it is bound proceedings (eachincluding condemnation proceedings) concerning any such current or formerly owned, together with the 2705 Lease and the LA Lease, a “Company Lease”), for the use operated or occupancy of leased real property by that, if adversely determined to the Company or any of its Subsidiaries (collectivelySubsidiaries, can reasonably be expected to have a Material Adverse Effect and, to the “Company Leased Real Property”)Company's knowledge, together with the property address of the Company Leased Real Property related theretono such action or proceeding has been threatened. (c) (i) Each Company Lease is a valid and binding obligation None of the Company or one of its Subsidiaries and, to the Knowledge of the Company, each other party or parties thereto, in accordance with its terms and, unless terminated by the other parties thereto or expired in accordance with the terms of such Company Lease following the date hereof, is in full force and effect, subject to the Enforceability Exceptions and (ii) the Company and its Subsidiaries are not, and, to the Knowledge of the Company, no other party thereto is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in each Company Lease (and neither the Company nor any of its Subsidiaries Parties has received any written notice alleging from any such default)city, nor has there been any event occurrence, condition village or act that with notice, lapse of time, or Governmental Authority requiring the happening correction of any other event or condition, that would constitute a default under a Company Lease. No condemnation proceeding is pending or, condition with respect to the Knowledge of the Company, threatened which would preclude or materially impair the use of the Company Leased Real any Property by the Company reason of a violation or alleged violation of any applicable Subsidiary of the Company for the purposes for law or regulation which it is used as of the date hereof, and the Company and its Subsidiaries enjoy quiet possession of the Company Leased Real Property, free and clear of all Encumbrancescould reasonably be expected to have a Material Adverse Effect, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries subleases notices with respect to violations or sublicenses any portion of the Company Leased Real Property to any Person other than the Company or any of its Subsidiariesalleged violations that have been cured. (d) The Company has made available to the Purchaser prior Purchasers complete copies of any third party reports that are in the Company's possession or control, have been prepared within the last five years, and relate to the date hereof copies physical or environmental condition of each any of the real property currently or formerly owned, operated, leased or occupied by the Company Lease.or any of its Subsidiaries (the "Environmental Studies"). ---------------------- (e) Each The Disclosure Schedule contains a list of all leases or other Contracts or arrangements pursuant to which real property is leased to or otherwise occupied or used by any Company Party requiring payments in excess of $500,000 per year. With respect to each such Contract: (i) if written, the Company has provided the Purchasers with true, correct and complete copy thereof, as in effect and as amended or modified or agreed to be amended or modified; (ii) such Contract is in full force and effect and is legal, valid, binding and enforceable against the parties thereto, subject to the Remedies Exception; and (iii) neither the Company nor any of its Subsidiaries is in default in its obligations to pay rent under such Contract and has been in compliance with all applicable Environmental Lawsto the Company's knowledge, which compliance includes the possession by each of the Company and its Subsidiaries of all Environmental Licenses , and compliance with the terms and conditions thereof, and all such Environmental Licenses may be relied upon by the Purchaser for the lawful operation of the business on and after the Initial Closing Date without transfer, reissuance or other governmental action. A list of all material Environmental Licenses is set forth on Section 4.16(e) of the Company Disclosure Schedule. None of neither the Company nor any of its Subsidiaries nor any other party thereto is in default in any of its other material obligations thereunder. (f) No Company Party nor, to the Company's knowledge, any owner of any real property owned, leased or occupied by the Company or any of its Subsidiaries has received any complaint, claim, notice, demand, order, outstanding written notice or request for information or other communication, whether from any PersonGovernmental Authority regarding any release or threatened release of any Hazardous Materials or any actual or alleged material violation of Environmental, Governmental AuthorityHealth, citizens groupand Safety Laws relating to such property or its occupancy, operation or use by the Company or any of its Subsidiaries and arising under Environmental, Health, and Safety Laws, which if adversely determined to the Company, any current of its Subsidiaries or former employee such owner, as the case may be, could reasonably be expected to have a Material Adverse Effect. (g) Except as described in the Environmental Studies, each of the Company Parties has complied and is in compliance, with all Environmental, Health, and Safety Laws and has obtained, has complied, and is currently in compliance with, in each case in all material respects, all Licenses that are required pursuant to Environmental, Health, and Safety Laws for the occupation of its facilities or the operation of its businesses, in each case where noncompliance could reasonably be expected to have a Material Adverse Effect. (h) to the Company's Knowledge, there are no past or present events, conditions or circumstances, including but not limited to pending changes in any Environmental, Health and Safety Law or License, that are likely to interfere with or otherwise affect the businesses or operations of the Company or its Subsidiaries, or otherwise, that alleges that any of the Company or its Subsidiaries is not in the manner now conducted or which would interfere substantially with compliance or continued compliance with any Environmental LawEnvironmental, Health and there are no circumstances Safety Law or License, in each case in a manner that may prevent, impede, increase the costs with the operation of the business or interfere with any of the Company’s or its Subsidiaries’ compliance with any Environmental Law in the future. The Company and the Subsidiaries could reasonably be expected to have not owned or operated any real property or treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any Hazardous a Material so as to give rise to any Liabilities (including any Liability for response costs, reporting, investigation, assessment, remediation, corrective action costs, personal injury, natural resource damages, property damage or attorneys’ fees or any investigative, corrective or remedial obligations) pursuant to any Environmental Law. The Company and the Subsidiaries have not retained or assumed, by contract or operation of Law, any Liabilities of third parties under any Environmental Law. The Company and the Subsidiaries have provided to Purchaser copies of all material documentation in their possession or control regarding Hazardous Materials or concerning compliance with Environmental LawsAdverse Effect.