Common use of Real Property; Environmental Matters Clause in Contracts

Real Property; Environmental Matters. (a) Except as set forth on Section 2.8(a) of the Disclosure Schedule, neither the Company nor any Company Subsidiary owns in fee, leases as lessee or tenant, or holds any other interest in real property. (i) Section 2.8(a)(i) of the Disclosure Schedule sets forth a complete and accurate list of all real property that is owned by the Company or any Company Subsidiary (the “Owned Real Property”), and as to each parcel of Owned Real Property sets forth in tabular format the following information, all of which is complete and accurate: the owner; the street address; the municipality, county and state; the tax parcel number and any other parcel identification number; the recording date and location (book and page or instrument number) of each recorded plat; the recording date and location of the vesting deed; the recording date and location of each mortgage or deed of trust; and the issuer, policy number and insured amount of all title insurance policies insuring the owner or any mortgagee of the owner; and the preparer and last revision date of all surveys. Except as set forth in Section 2.8(a)(i) of the Disclosure Schedule, there are no outstanding options, purchase rights or rights of first refusal to purchase or lease any parcel of Owned Real Property, or any portion thereof or interest therein, to which the Company or any Company Subsidiary is a party. The Company or a Company Subsidiary has good and marketable fee simple title to each of parcel the Owned Real Property, free and clear of all Liens and adverse Judgments other than Permitted Liens. (ii) Section 2.8(a)(ii) of the Disclosure Schedule sets forth a complete and accurate list of all real property that is leased by the Company or any Company Subsidiary lessee or tenant (the “Leased Real Property”), and as to each parcel of Leased Real Property sets forth in tabular format the following information, all of which to the Company’s Knowledge is complete and accurate: the fee owner (to the Company’s Knowledge) and the lessor; the lessee; the street address; the municipality, county and state; the title, date and parties to the lease and all amendments thereto creating the leasehold in the lessee (the “Real Property Lease”); the recording date and location of each mortgage or deed of trust encumbering the leasehold; the issuer, policy number and insured amount of all title insurance policies insuring the lessee or any mortgagee of the lessee, if any; and the preparer and last revision date of all surveys. Except as set forth on Section 2.8(a)(i) of the Disclosure Schedule, there are no outstanding options, purchase rights or rights of first refusal to acquire any Real Property Lease or the leasehold created thereby, or to sublease any parcel of Leased Real Property, or any portion thereof or interest therein to which the Company or any Company Subsidiary is a party. Neither the lessor nor the lessee has the right to terminate any Real Property Lease, and the lessor thereunder has no right to recapture or relocate all or any portion of the Leased Real Property. The Company or a Company Subsidiary, as lessee, has good and marketable leasehold title to each parcel of Leased Real Property, free and clear of all Liens and adverse Judgments other than Permitted Liens, and has in all material respects paid and performed all obligations required to be paid or performed by it under each Real Property Lease and otherwise with respect to each parcel of Leased Real Property. The Company or a Company Subsidiary enjoys peaceful and undisturbed possession of each parcel of Leased Real Property. Each Real Property Lease (A) is in full force and effect and a valid, binding and legally enforceable obligation of the Company or a Company Subsidiary, as lessee, and, to the Company’s Knowledge, of the lessor; (B) has not been amended or modified except as reflected on Section 2.8(a)(ii) of the Disclosure Schedule; and (C) except for Permitted Liens, has not been assigned by the lessee. Neither the Company nor any Company Subsidiary has received a written notice of default under any Real Property Lease during the last six (6) months which remains uncured and to the Knowledge of the Company no condition exists which, with either notice or the passage of time or both, would result in a breach or default by the Company or any Company Subsidiary under any Real Property Lease. Except as set forth in Section 2.8(a)(ii) of the Disclosure Schedule, the transactions contemplated by this Agreement do not require the consent of any other party to any Real Property Lease, will not result in a breach of or default under any Real Property Leases, or otherwise cause any Real Property Lease to cease to be legal, valid, binding, enforceable by and against all parties, and in full force and effect on identical terms following the Closing. None of the other parties to any Real Property Lease is an affiliate of, or otherwise has any economic interest in, the Company or any Company Subsidiary. (iii) Section 2.8(a)(iii) of the Disclosure Schedule sets forth a complete and accurate list of all real property, other than Owned Real Property and Leased Real Property, in which the Company or any Company Subsidiary holds an interest (the “Other Real Property”), and as to each parcel of Other Real Property sets forth complete and accurate information of the type and level of detail provided in Section 2.8(a)(ii) of the Disclosure Schedule. (iv) The Owned Real Property, Leased Real Property and Other Real Property (collectively, the “Company Property”) comprise all of the real property used or intended to be used in, or otherwise related to, the Business. (b) The occupancies, uses, maintenance and operation of each parcel of Company Property have complied in all material respects with all Laws and are not in violation in any material respect of any thereof; and all certificate(s) of occupancy and all other material Permits required by Law for the proper use and operation of each parcel of Company Property are in full force and effect. All material Permits, utility installations and connections required for the existing occupancies, uses and operation of each parcel of Company Property have been granted, effected, or performed and completed (as the case may be), and all fees and charges therefor have been fully paid. Each parcel of Company Property is supplied with utilities (including water, sewage, disposal, electricity, gas and telephone) and other services necessary for the operation of such parcel of Company Property as currently operated. There are no subleases, licenses, options, rights, concessions or other agreements or arrangements, written or oral, granting to any Person the right to use or occupy any parcel of Company Property or any portion thereof or interest therein. None of the Company and the Company Subsidiaries has received written notice of, and they do not otherwise have Knowledge of, any violations, Proceedings or Judgments relating to zoning, building use and occupancy, traffic, fire, health, sanitation, air pollution, ecological, environmental or other Law, against or with respect to any parcel of Company Property. There is no condemnation, expropriation or other Proceeding in eminent domain pending or, to the Knowledge of the Company or any Company Subsidiary, threatened, affecting any parcel of Company Property or any portion thereof or interest therein. All obligations arising under development, tri-party and other agreements with county, municipal and other governmental and quasi-governmental agencies and authorities respecting the ownership, development and operation of each parcel of Company Property have been paid or performed. No notice from any insurance company which has issued a policy with respect to any parcel of Company Property or from any board of fire underwriters (or other body exercising similar functions) has been received requesting the performance of any repairs, alterations, or other work. No work has been performed or is in progress at, and no materials have been furnished to, any parcel of Company Property which, though not presently the subject of, might give rise to construction, mechanic’s, material supplier’s, or other lien against such parcel of Company Property, except that for which full and complete releases or effective waivers have been obtained. All obligations required to be paid or performed by the owner or lessee of any parcel of Company Property under declarations, reciprocal easement agreements and like agreements to which such parcel of Company Property is subject, have been paid or performed. No parcel of Company Property is subject to any tax abatement program. To the Knowledge of the Company, there are no assessments for public improvements currently affecting or pending against any parcel of Company Property, and there are no assessable public improvements which have been ordered to be made and which have not heretofore been assessed. To the Company’s Knowledge, each parcel of Company Property is maintained in all material respects the manner in which prudent owner-occupants customarily maintain similar real property. The Company Property is suitable and adequate for the conduct of the Business. (c) None of the Company and the Company Subsidiaries has received any notice or communication from (i) a Governmental Authority, (ii) the current or prior owner or operator of any of the Company’s or the Company Subsidiaries’ properties or facilities, or (iii) any other Person that alleges that any Company or Company Subsidiary is not in compliance with any Environmental Law. The Company and the Company Subsidiaries hold, and are in compliance with, all material Permits required for the Company and the Company Subsidiaries to conduct their respective businesses under Environmental Laws (“Environmental Permits”), and are and have at all times been in compliance with all Environmental Laws. No suspension, cancellation, modification, revocation or nonrenewal of any Environmental Permit has occurred, is pending or, to the Knowledge of the Company, threatened. The Company and the Company Subsidiaries have not entered into or agreed to any Judgment and are not subject to any Judgment relating to compliance with any Environmental Law or to investigation or cleanup of Hazardous Material. There have been no Releases of Hazardous Materials on, at or under any parcel of Company Property or any other property or facility formerly owned, leased or operated by any Company, any Company Subsidiary or any of their respective predecessors in violation of Environmental Laws. (d) The Company has made available to Parent copies of all Phase 1 and Phase 2 environmental site assessment reports in its or any Company Subsidiaries’ possession regarding any of the Company Properties. (e) Neither the Company nor any Company Subsidiary has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or which could reasonably be expected to result in or give rise to Liability or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) Neither this Agreement nor the consummation of the Transactions will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Authority or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Real Property; Environmental Matters. (a) Except as set forth on Section 2.8(a) of the Disclosure Schedule, neither the The Company nor does not own in fee any Company Subsidiary owns in fee, leases as lessee or tenant, or holds any other interest in real property. (i) Section 2.8(a)(i2.8(b)(i)(A) of the Disclosure Schedule sets forth a complete and accurate list of all real property that is owned leased, subleased or licensed by or from the Company or any Company Subsidiary (the “Owned Real Property”), and as to each parcel of Owned Real Property sets forth in tabular format the following information, all of which is complete and accurate: the owner; the street address; the municipality, county and state; the tax parcel number and any other parcel identification number; the recording date and location (book and page or instrument number) of each recorded plat; the recording date and location of the vesting deed; the recording date and location of each mortgage or deed of trust; and the issuer, policy number and insured amount of all title insurance policies insuring the owner or any mortgagee of the owner; and the preparer and last revision date of all surveys. Except as set forth in Section 2.8(a)(i) of the Disclosure Schedule, there are no outstanding options, purchase rights or rights of first refusal to purchase or lease any parcel of Owned Real Property, or any portion thereof or interest therein, to which the Company or any Company Subsidiary is a party. The Company or a Company Subsidiary has good and marketable fee simple title to each of parcel the Owned Real Property, free and clear of all Liens and adverse Judgments other than Permitted Liens. (ii) Section 2.8(a)(ii) of the Disclosure Schedule sets forth a complete and accurate list of all real property that is leased by the Company or any Company Subsidiary lessee or tenant (the “Leased Real Property”), and as to each parcel of Leased Real Property sets forth in tabular format the following information, all of which to the Company’s Knowledge is complete and accurate: the fee owner (to the Company’s Knowledge) and the lessor; the lessee; the street address; the municipality, county and state; the title, date and parties to the lease and all amendments thereto creating the leasehold in the lessee (the “Real Property Lease”); the recording date and location of each mortgage or deed of trust encumbering the leasehold; the issuer, policy number and insured amount of all title insurance policies insuring the lessee or any mortgagee of the lessee, if any; and the preparer and last revision date of all surveys. Except as set forth on Section 2.8(a)(i2.8(b)(i)(B) of the Disclosure Schedule, there are no outstanding options, purchase rights or rights of first refusal to acquire any Real Property Lease or the leasehold created thereby, or to sublease any parcel of Leased Real Property, or any portion thereof or interest therein to which the Company or any Company Subsidiary is a party. Neither the lessor nor the lessee has the right to terminate any Real Property LeaseLease (other than as a result of an event of default or the occurrence of an event otherwise provided for thereunder), and the lessor thereunder has no right to recapture or relocate all or any portion of the Leased Real Property. The Company or a Company SubsidiaryCompany, as lessee, has good and marketable leasehold title to each parcel of Leased Real Property, free and clear of all Liens and adverse Judgments other than Permitted LiensJudgments, and has in all material respects paid and performed all obligations required to be paid or performed by it under each Real Property Lease and otherwise with respect to each parcel of Leased Real Property. The Company or a Company Subsidiary enjoys peaceful and undisturbed possession of each parcel of Leased Real Property. Each Real Property Lease (A) is in full force and effect and a valid, binding and legally enforceable obligation of the Company or a Company SubsidiaryCompany, as lessee, and of the lessor and, to the extent there is a sublessor, the sublessor (provided that the representation and warranty that the Real Property Lease is a valid, binding and legally enforceable obligation of the lessor and sublessor with respect to the Company’s premises located at Grantsville, Utah is made to the Company’s Knowledge, of the lessor); (B) has not been amended or modified except as reflected on Section 2.8(a)(ii2.8(b)(i)(C) of the Disclosure Schedule; and (C) except for Permitted Liens, has not been assigned or subleased (all or a portion of the premises thereunder or granted any right to use or occupy the Real Property Lease) by the lessee. Neither the The Company nor any Company Subsidiary has not received a written notice of default under any Real Property Lease during the last six (6) months which remains uncured and to the Knowledge and, except as set forth in Section 2.8(b)(i)(D) of the Company Disclosure Schedule, no condition exists which, with either notice or the passage of time or both, would result in a breach or default by the Company or any Company Subsidiary under any Real Property Lease. Except as set forth in Section 2.8(a)(ii2.8(b)(i)(E) of the Disclosure Schedule, the transactions contemplated by this Agreement Transactions do not require the consent of any other party to any Real Property Lease, will not result in a breach of or default under any Real Property LeasesLease, or otherwise cause any Real Property Lease to cease to be legal, valid, binding, enforceable by and against all parties, and in full force and effect on identical terms following the Closing. None Except as provided in Section 2.8(b)(i)(F) of the Disclosure Schedule, none of the other parties to any Real Property Lease is an affiliate Affiliate of, or otherwise has any economic interest in, the Company or any Company SubsidiaryCompany. (iiiii) Section 2.8(a)(iii2.8(b)(ii) of the Disclosure Schedule sets forth a complete and accurate list of all real property, if any, other than Owned Real Property and Leased Real Property, in which the Company or any Company Subsidiary holds an interest or which is owned by an Affiliate of the Company and used in whole or in part in connection with the Business (the “Other Real Property”), and as to each parcel of Other Real Property sets forth complete and accurate information of the type and level of detail provided in Section 2.8(a)(ii2.8(b)(i) of the Disclosure Schedule. (iviii) The Owned Real Property, Leased Real Property and Other Real Property (collectively, the “Company Property”) comprise all of the real property used or intended to be used in, or otherwise related to, the Business. (bc) The occupancies, uses, maintenance and operation of each parcel of Company Property have complied in all material respects with all Laws applicable to the Company Property and are not in violation in any material respect of any thereof; and all certificate(s) of occupancy and all other material Permits required by Law for the proper use and operation of each parcel of Company Property are in full force and effect. All material Permits, utility installations and connections required for the existing occupancies, uses and operation of each parcel of Company Property have been granted, effected, or performed and completed (as the case may be), and all fees and charges therefor have been fully paid. Each Except as set forth on Section 2.8(c)(i) of the Disclosure Schedule, each parcel of Company Property is supplied with utilities (including water, sewage, disposal, electricity, gas and telephone) and other services necessary for the operation of such parcel of Company Property as currently operated. There Except as set forth on Section 2.8(c)(ii) of the Disclosure Schedule, there are no subleases, licenses, options, rights, concessions or other agreements or arrangements, written or oral, granting to any Person the right to use or occupy any parcel of Company Property or any portion thereof or interest therein. None Except as set forth on Section 2.8(c)(iii) of the Company and Disclosure Schedule, the Company Subsidiaries has not received written notice of, and they do it does not otherwise have Knowledge ofhave, any violations, Proceedings or Judgments relating to zoning, building use and occupancy, traffic, fire, health, sanitation, air pollution, ecological, environmental or other Law, against or with respect to any parcel of Company Property. There is no condemnation, expropriation or other Proceeding in eminent domain pending or, to the Knowledge of the Company or any Company SubsidiaryCompany, threatened, affecting any parcel of Company Property or any portion thereof or interest therein. All obligations arising under development, tri-party and other agreements with county, municipal and other governmental and quasi-governmental agencies and authorities respecting the ownership, development and operation of each parcel of Company Property have been paid or performed. No Except as set forth on Section 2.8(c)(iv) of the Disclosure Schedule, no notice from any insurance company which has issued a policy with respect to any parcel of Company Property or from any board of fire underwriters (or other body exercising similar functions) has been received requesting the performance of any repairs, alterations, or other work. No Except as set forth on Section 2.8(c)(v) of the Disclosure Schedule, no work has been performed or is in progress at, and no materials have been furnished to, any parcel of Company Property which, though not presently the subject of, might give rise to construction, mechanic’s, material supplier’s, or other lien against such parcel of Company Property, except that for which full and complete releases or effective waivers have been obtained. All obligations required to be paid or performed by the owner or lessee of any parcel of Company Property under declarations, reciprocal easement agreements and like agreements to which such parcel of Company Property is subject, have been paid or performed. No Except as set forth on Section 2.8(c)(vi) of the Disclosure Schedule, no parcel of Company Property is subject to any tax abatement program. To the Knowledge of the Company, there There are no assessments for public improvements currently affecting or pending against any parcel of Company Property, and there are no assessable public improvements which have been ordered to be made and which have not heretofore been assessed. To the Company’s Knowledge, each Each parcel of Company Property is maintained in all material respects the manner in which prudent owner-occupants customarily maintain similar real property. The Company Property is generally suitable and adequate for the conduct of the Business. (cd) None Except as set forth on Section 2.8(d) of the Company and Disclosure Schedule, the Company Subsidiaries has not received any notice or communication from (i) a Governmental Authority, (ii) the current or prior owner or operator of any of the Company’s or the Company Subsidiaries’ properties or facilitiesProperty, or (iii) any other Person that alleges that any the Company or Company Subsidiary is not in material non-compliance with any Environmental Law. The Company and the Company Subsidiaries holdholds, and are is in compliance with, all material Permits required for the Company and the Company Subsidiaries to conduct their respective its businesses under Environmental Laws (“Environmental Permits”), and are is and have has at all times been in material compliance with all Environmental Laws. No suspension, cancellation, modification, revocation or nonrenewal of any Environmental Permit has occurred, is pending or, to the Knowledge of the Company, threatened. The Company and the Company Subsidiaries have has not entered into or agreed to any Judgment and are is not subject to any Judgment relating to compliance with any Environmental Law or to investigation or cleanup of Hazardous Material. There have been no Releases of Hazardous Materials on, at or under any parcel of Company Property or any other property or facility formerly owned, leased or operated by any Company, any the Company Subsidiary or any of their respective its predecessors in violation of Environmental Laws. (de) The Company has made available to the Parent copies of all Phase 1 and Phase 2 environmental site assessment reports in its possession or in the possession of any Company Subsidiaries’ possession of its Affiliates regarding any of the Company Properties; provided, however, that Company makes no representations or warranties of any kind with respect to the accuracy or completeness of any such materials. (ef) Neither Except as set forth on Section 2.8(f) of the Disclosure Schedule, the Company nor any Company Subsidiary has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or which could reasonably be expected to result in or give rise to Liability or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (fg) Neither Except as set forth in Section 2.8(g) of the Disclosure Schedule, neither the entry by the Company into this Agreement nor the consummation of the Transactions will result in any obligations obligation for the Company or any other entity to conduct a site investigation or investigation, cleanup, or notification to obtain the Consent of or consent of make any Filing with any Governmental Authority or third partiesparty, pursuant to any of the so-called “transaction-transaction triggered” or “responsible property party transfer” Environmental Laws.

Real Property; Environmental Matters. (a) Schedule 2.14(a) identifies, as of the date hereof: (i) all real properties (by name and location) owned by Honeywood (the “Owned Property”), (ii) all material leases, subleases and occupancy Contracts for real properties and interests in real properties leased, subleased, occupied or operated by Honeywood as lessee, sublessee or occupant (the “Leased Property”). The Owned Property and the Leased Property are referred to herein collectively as the “Real Property”. Schedule 2.14(a) also identified all leases, subleases and occupancy Contracts for Real Property to which Honeywood is a party or pursuant to which it occupies Real Property (the “Real Property Leases”). (b) Except as set forth on Section 2.8(a) of the Disclosure ScheduleSchedule 2.14(b), neither the Company nor any Company Subsidiary owns in feeHoneywood has a valid leasehold interest in, leases as lessee or tenantsubleasehold interest in, or holds any other interest in real property. (i) Section 2.8(a)(i) of occupancy right with respect to, the Disclosure Schedule sets forth a complete Leased Property, sufficient to allow Honeywood to conduct its business as and accurate list of all real property that is owned by the Company or any Company Subsidiary (the “Owned Real Property”), and as to each parcel of Owned Real Property sets forth in tabular format the following information, all of which is complete and accurate: the owner; the street address; the municipality, county and state; the tax parcel number and any other parcel identification number; the recording date and location (book and page or instrument number) of each recorded plat; the recording date and location of the vesting deed; the recording date and location of each mortgage or deed of trust; and the issuer, policy number and insured amount of all title insurance policies insuring the owner or any mortgagee of the owner; and the preparer and last revision date of all surveyswhere currently conducted. Except as set forth in Section 2.8(a)(i) of the Disclosure Schedule, there are no outstanding options, purchase rights or rights of first refusal to purchase or lease any parcel of Owned Real Property, or any portion thereof or interest therein, to which the Company or any Company Subsidiary is a party. The Company or a Company Subsidiary has good and marketable fee simple title to each of parcel the Owned Real Property, free and clear of all Liens and adverse Judgments other than Permitted Liens. (ii) Section 2.8(a)(ii) of the Disclosure Schedule sets forth a complete and accurate list of all real property that is leased by the Company or any Company Subsidiary lessee or tenant (the “Leased Real Property”2.14(b), and as to each parcel of Leased Real Property sets forth in tabular format the following information, all of which to the Company’s Knowledge is complete buildings, fixtures and accurate: other improvements located on the fee owner (to the Company’s Knowledge) and the lessor; the lessee; the street address; the municipality, county and state; the title, date and parties to the lease and all amendments thereto creating the leasehold in the lessee (the “Real Property Lease”); the recording date are adequate and location of each mortgage or deed of trust encumbering the leasehold; the issuer, policy number and insured amount of all title insurance policies insuring the lessee or any mortgagee of the lessee, if any; and the preparer and last revision date of all surveys. Except as set forth on Section 2.8(a)(i) of the Disclosure Schedule, there are no outstanding options, purchase rights or rights of first refusal to acquire any Real Property Lease or the leasehold created thereby, or to sublease any parcel of Leased Real Property, or any portion thereof or interest therein to which the Company or any Company Subsidiary is a party. Neither the lessor nor the lessee has the right to terminate any Real Property Lease, and the lessor thereunder has no right to recapture or relocate all or any portion of the Leased Real Property. The Company or a Company Subsidiary, as lessee, has good and marketable leasehold title to each parcel of Leased Real Property, free and clear of all Liens and adverse Judgments other than Permitted Liens, and has suitable in all material respects paid for the purpose of conducting the business of Honeywood as presently conducted and performed all obligations required as contemplated to be paid conducted. There are no pending, or performed by it under each Real Property Lease and otherwise with respect to each parcel of Leased Real Property. The Company or a Company Subsidiary enjoys peaceful and undisturbed possession of each parcel of Leased Real Property. Each Real Property Lease (A) is in full force and effect and a valid, binding and legally enforceable obligation of the Company or a Company Subsidiary, as lessee, and, to the Company’s Knowledge, of the lessor; (B) has not been amended or modified except as reflected on Section 2.8(a)(ii) of the Disclosure Schedule; and (C) except for Permitted Liens, has not been assigned by the lessee. Neither the Company nor any Company Subsidiary has received a written notice of default under any Real Property Lease during the last six (6) months which remains uncured and to the Knowledge of Honeywood, threatened condemnation, eminent domain or similar proceedings affecting any of the Company no condition exists which, with either notice or the passage of time or both, would result in a breach or default by the Company or any Company Subsidiary under any Real Property Lease. Property. (c) Except as set forth in Section 2.8(a)(ii) of the Disclosure Schedule, the transactions contemplated by this Agreement do not require the consent of any other party to any Real Property Lease, will not result in a breach of or default under any Real Property Leases, or otherwise cause any Real Property Lease to cease to be legal, valid, binding, enforceable by and against all parties, and in full force and effect on identical terms following the Closing. None of the other parties to any Real Property Lease is an affiliate of, or otherwise has any economic interest in, the Company or any Company Subsidiary. (iii) Section 2.8(a)(iii) of the Disclosure Schedule sets forth a complete and accurate list of all real property, other than Owned Real Property and Leased Real Property, in which the Company or any Company Subsidiary holds an interest (the “Other Real Property”2.14(c), and as to each parcel of Other Real Property sets forth complete and accurate information of the type and level of detail provided in Section 2.8(a)(ii) of the Disclosure Schedule. (iv) The Owned Real Property, Leased Real Property and Other Real Property (collectively, the “Company Property”) comprise all of the real property used or intended to be used in, or otherwise related to, the Business. (b) The occupancies, uses, maintenance and operation of each parcel of Company Property have complied in all material respects with all Laws and are not in violation in any material respect of any thereof; and all certificate(s) of occupancy and all other material Permits required by Law for the proper use and operation of each parcel of Company Property are in full force and effect. All material Permits, utility installations and connections required for the existing occupancies, uses and operation of each parcel of Company Property have been granted, effected, or performed and completed (as the case may be), and all fees and charges therefor have been fully paid. Each parcel of Company Property is supplied with utilities (including water, sewage, disposal, electricity, gas and telephone) and other services necessary for the operation of Honeywood’s business is in compliance and has been since inception, in compliance with all applicable Environmental Laws and orders or directives of any Governmental Entity having jurisdiction under such parcel of Company Property as currently operated. There are no subleasesEnvironmental Laws, licenses, options, rights, concessions including any Environmental Laws or other agreements orders or arrangements, written or oral, granting to any Person the right to use or occupy any parcel of Company Property or any portion thereof or interest therein. None of the Company and the Company Subsidiaries has received written notice of, and they do not otherwise have Knowledge of, any violations, Proceedings or Judgments relating to zoning, building use and occupancy, traffic, fire, health, sanitation, air pollution, ecological, environmental or other Law, against or directives with respect to any parcel cleanup or remediation of Company Propertyany release or threat of release of Hazardous Substances, and to Honeywood’s Knowledge, no actions are presently required to comply with any such applicable Environmental Laws. There is no condemnation, expropriation or other Proceeding in eminent domain pending or, to the Knowledge of the Company Honeywood, threatened asserting any liability under any Environmental Law against Honeywood. Honeywood has not received any written citation, directive, letter or other written notice of any Company SubsidiaryProceeding arising out of or relating to any Environmental Laws, threatened, affecting any parcel of Company Property or any portion thereof or interest therein. All obligations arising under development, tri-party and other agreements with county, municipal and other governmental and quasi-governmental agencies and authorities respecting the ownership, development and operation of each parcel of Company Property have been paid or performed. No notice from any insurance company which has issued Person arising out of the ownership of its properties or the conduct of its operations. Honeywood is not a policy with respect party to or otherwise subject to any parcel judicial or administrative judgment, decree, order, consent order, settlement stipulation or Contract relating to any violation or alleged violation of Company Property any Environmental Law by Honeywood or the investigation, removal, remediation, monitoring or payment of penalties, costs or damages, including natural resource damages, related to or arising out of the actual or alleged Release of any Hazardous Substance or Contaminant which would reasonably be expected to have a Material Adverse Effect on Honeywood. (d) There has been no Release of any Hazardous Substance at, on, under or from any board Real Property or, during the period of fire underwriters (ownership, lease or other body exercising similar functions) has been received requesting the performance of any repairs, alterations, or other work. No work has been performed or is in progress at, and no materials have been furnished tooperation by Honeywood, any parcel of Company Property which, though not presently the subject of, might give rise to construction, mechanic’s, material supplier’s, or other lien against such parcel of Company Property, except that for which full and complete releases or effective waivers have been obtained. All obligations required to be paid or performed by the owner or lessee of any parcel of Company Property under declarations, reciprocal easement agreements and like agreements to which such parcel of Company Property is subject, have been paid or performed. No parcel of Company Property is subject to any tax abatement program. To the Knowledge of the Company, there are no assessments for public improvements currently affecting or pending against any parcel of Company Property, and there are no assessable public improvements which have been ordered to be made and which have not heretofore been assessed. To the Company’s Knowledge, each parcel of Company Property is maintained in all material respects the manner in which prudent owner-occupants customarily maintain similar real property. The Company Property is suitable and adequate for the conduct of the Business. (c) None of the Company and the Company Subsidiaries has received any notice or communication from (i) a Governmental Authority, (ii) the current or prior owner or operator of any of the Company’s or the Company Subsidiaries’ properties or facilities, or (iii) any other Person that alleges that any Company or Company Subsidiary is not in compliance with any Environmental Law. The Company and the Company Subsidiaries hold, and are in compliance with, all material Permits required for the Company and the Company Subsidiaries to conduct their respective businesses under Environmental Laws (“Environmental Permits”), and are and have at all times been in compliance with all Environmental Laws. No suspension, cancellation, modification, revocation or nonrenewal of any Environmental Permit has occurred, is pending or, to the Knowledge of the Company, threatened. The Company and the Company Subsidiaries have not entered into or agreed to any Judgment and are not subject to any Judgment relating to compliance with any Environmental Law or to investigation or cleanup of Hazardous Material. There have been no Releases of Hazardous Materials on, at or under any parcel of Company Property or any other property or facility formerly owned, leased or operated by any Company, any Company Subsidiary Honeywood or any present or former Affiliate of their respective predecessors Honeywood that would reasonably be expected to have a Material Adverse Effect on Honeywood. Honeywood has not caused or allowed, or contracted with any party for, the generation, use, transportation, treatment, storage or disposal of any Hazardous Substances in violation connection with the operation of Environmental Laws. (d) The Company has made available to Parent copies of all Phase 1 and Phase 2 environmental site assessment reports in its business or any Company Subsidiaries’ possession regarding any of the Company Propertiesotherwise. (e) Neither To its Knowledge, Honeywood has not been named as a responsible party or potentially responsible party under the Company nor Comprehensive Environmental Response, Compensation and Liability Act or any Company Subsidiary has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any other Environmental Laws, or which could reasonably be expected to result in or give rise to Liability or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligationLaw. (f) Neither this Agreement nor Set forth on Schedule 2.14(f) are copies of all of Honeywood’s environmental reports, Contracts, audits, studies, investigations, and other written or electronic environmental information created within the consummation of the Transactions will result past five (5) years in any obligations for site investigation its custody, possession or cleanupcontrol concerning Honeywood, their respective businesses, operations and products, or notification to any Real Property or consent any other real property formerly owned, leased or operated by Honeywood or any current or former Affiliate of any Governmental Authority or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental LawsHoneywood.

Real Property; Environmental Matters. (a) Except as The Company is the sole and exclusive legal and equitable owner of all right, title and interest in and has good, clear, indefeasible, insurable and marketable title in fee simple to the real property set forth on in Section 2.8(a) 5.15 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns in fee, leases as lessee or tenant, or holds any other interest in real property.Schedule (except (ib) Section 2.8(a)(i) of the Disclosure Schedule sets forth a complete and accurate list of all real property that is owned by the Company or any Company Subsidiary (the “Owned Real Property”), and as to each parcel of Owned Real Property sets forth in tabular format the following information, all of which is complete and accurate: the owner; the street address; the municipality, county and state; the tax parcel number and any other parcel identification number; the recording date and location (book and page or instrument number) of each recorded plat; the recording date and location of the vesting deed; the recording date and location of each mortgage or deed of trust; and the issuer, policy number and insured amount of all title insurance policies insuring the owner or any mortgagee of the owner; and the preparer and last revision date of all surveys. Except as set forth in Section 2.8(a)(i) of the Disclosure Schedule, there are no outstanding options, purchase rights or rights of first refusal to purchase or lease any parcel of Owned Real Property, or any portion thereof or interest therein, to which the Company or any Company Subsidiary is a party. The Company or a Company Subsidiary has good and marketable fee simple title to each of parcel the Owned Real Property, free and clear of all Liens and adverse Judgments other than Permitted Liens. (ii) Section 2.8(a)(ii) of the Disclosure Schedule sets forth a complete and accurate list of all real property that is leased by the Company or any Company Subsidiary lessee or tenant (the “Leased Real Property”), and as to each parcel of Leased Real Property sets forth in tabular format the following information, all of which to the Company’s Knowledge is complete and accurate: the fee owner (to the Company’s Knowledge) and the lessor; the lessee; the street address; the municipality, county and state; the title, date and parties to the lease and all amendments thereto creating the leasehold in the lessee (the “Real Property Lease”); the recording date and location of each mortgage or deed of trust encumbering the leasehold; the issuer, policy number and insured amount of all title insurance policies insuring the lessee or any mortgagee of the lessee, if any; and the preparer and last revision date of all surveys. Except as set forth on Section 2.8(a)(i) of the Disclosure Schedule, there are no outstanding options, purchase rights or rights of first refusal to acquire any Real Property Lease or the leasehold created thereby, or to sublease any parcel of Leased Real Property, or any portion thereof or interest therein to which the Company or any Company Subsidiary is a party. Neither the lessor nor the lessee has the right to terminate any Real Property Lease, and the lessor thereunder has no right to recapture or relocate all or any portion of the Leased Real Property. The Company or a Company Subsidiary, as lessee, has good and marketable leasehold title to each parcel of Leased Real Property, free and clear of all Liens and adverse Judgments other than Permitted Liens, and has in all material respects paid and performed all obligations required to be paid or performed by it under each Real Property Lease and otherwise with respect to each parcel of Leased Real Property. The Company or a Company Subsidiary enjoys peaceful and undisturbed possession of each parcel of Leased Real Property. Each Real Property Lease (A) is in full force and effect and a valid, binding and legally enforceable obligation 5.15 of the Company or a Company SubsidiaryDisclosure Schedule attached hereto, as lessee, and, to the Company’s Knowledge, of the lessor; (B) has not been amended or modified except as reflected on Section 2.8(a)(ii) of the Disclosure Schedule; and (C) except for Permitted Liens, has not been assigned by the lessee. Neither the Company nor any Company Subsidiary has received a written notice of default under any Real Property Lease during is zoned to permit the last six (6) months uses for which remains uncured and to the Knowledge it is presently used, or is exempt from compliance with all applicable zoning ordinances, including, without limitation, use in office building without variances or conditional use permits. The consummation of the Company no condition exists which, with either notice or the passage of time or both, would result in a breach or default by the Company or any Company Subsidiary under any Real Property Lease. Except as set forth in Section 2.8(a)(ii) of the Disclosure Schedule, the transactions contemplated by this Agreement do not require the consent of any other party to any Real Property Lease, hereunder will not result in a breach violation of any applicable zoning ordinance or default under conditional use permit or the termination of any Real Property Leases, applicable zoning variance or otherwise cause any Real Property Lease to cease to be legal, valid, binding, enforceable by and against all parties, and in full force and effect on identical terms following the Closing. None of the other parties to any Real Property Lease is an affiliate of, or otherwise has any economic interest in, the Company or any Company Subsidiaryconditional use permit now existing. (iiic) Section 2.8(a)(iii) To the best of Stockholder's knowledge, each parcel of Real Property constitutes a valid subdivided parcel in accordance with all applicable subdivision laws, statutes, ordinances and codes presently in effect, and the transfer of the Disclosure Schedule sets forth a complete and accurate list of all real property, other than Owned Real Property pursuant to the Merger as contemplated herein will not violate any subdivision statute, ordinance, law, code or plat presently in existence. The Company has all easements and Leased rights-of- way necessary for access to the Real Property. (For the purposes of this Agreement, in Stockholder's "best knowledge" shall describe Stockholder's best knowledge after due investigation, and Stockholder shall be responsible for all facts which Stockholder knew or should have known as a result of such due investigation.) (d) Neither the whole nor any portion of the Real Property owned, occupied or used by the Company has been condemned, requisitioned or otherwise taken (including by modification or realignment of any Company Subsidiary holds an interest street or highway) by any public authority (the “Other Real Property”a "Public Taking"), and as to each parcel of Other Real Property sets forth complete and accurate information of the type and level of detail provided in Section 2.8(a)(ii) of the Disclosure Schedule. (iv) The Owned Real Property, Leased Real Property and Other Real Property (collectively, the “Company Property”) comprise all of the real property used or intended to be used in, or otherwise related to, the Business. (b) The occupancies, uses, maintenance and operation of each parcel of Company Property have complied in all material respects with all Laws and are not in violation in any material respect no notice of any thereof; and all certificate(s) of occupancy and all other material Permits required by Law for the proper use and operation of each parcel of Company Property are in full force and effect. All material Permits, utility installations and connections required for the existing occupancies, uses and operation of each parcel of Company Property have been granted, effected, or performed and completed (as the case may be), and all fees and charges therefor have been fully paid. Each parcel of Company Property is supplied with utilities (including water, sewage, disposal, electricity, gas and telephone) and other services necessary for the operation of such parcel of Company Property as currently operated. There are no subleases, licenses, options, rights, concessions or other agreements or arrangements, written or oral, granting to any Person the right to use or occupy any parcel of Company Property or any portion thereof or interest therein. None of the Company and the Company Subsidiaries has received written notice of, and they do not otherwise have Knowledge of, any violations, Proceedings or Judgments relating to zoning, building use and occupancy, traffic, fire, health, sanitation, air pollution, ecological, environmental or other Law, against or with respect to any parcel of Company Property. There is no condemnation, expropriation or other Proceeding in eminent domain pending or, to the Knowledge of the Company or any Company Subsidiary, threatened, affecting any parcel of Company Property or any portion thereof or interest therein. All obligations arising under development, tri-party and other agreements with county, municipal and other governmental and quasi-governmental agencies and authorities respecting the ownership, development and operation of each parcel of Company Property have been paid or performed. No notice from any insurance company which has issued a policy with respect to any parcel of Company Property or from any board of fire underwriters (or other body exercising similar functions) Public Taking has been received requesting the performance of any repairs, alterations, or other work. No work has been performed or is in progress at, and no materials have been furnished to, any parcel of Company Property which, though not presently the subject of, might give rise to construction, mechanic’s, material supplier’s, or other lien against such parcel of Company Property, except that for which full and complete releases or effective waivers have been obtained. All obligations required to be paid or performed by the owner or lessee of any parcel of Company Property under declarations, reciprocal easement agreements and like agreements with regard to which such parcel of Company Property is subject, have been paid or performed. No parcel of Company Property is subject to any tax abatement programthe Real Property. To the Knowledge best knowledge of the CompanyStockholder, there are no assessments for public improvements currently affecting such Public Taking is threatened or pending against contemplated. Stockholder has no knowledge of any parcel of Company Property, and there are no assessable public improvements which have been ordered to be made and or which have not heretofore been assessed, and there are no special, general or other assessments pending, threatened against or affecting the Real Property. To All installments of any assessments pending on or before the Closing will be paid by the Company’s Knowledge, each parcel of Company Property is maintained in all material respects the manner in which prudent owner-occupants customarily maintain similar real property. The Company Property is suitable and adequate for the conduct of the Business. (c) None of the Company and the Company Subsidiaries has received any notice or communication from (i) a Governmental Authority, (ii) the current or prior owner or operator of any of the Company’s or the Company Subsidiaries’ properties or facilities, or (iii) any other Person that alleges that any Company or Company Subsidiary is not in compliance with any Environmental Law. The Company and the Company Subsidiaries hold, and are in compliance with, all material Permits required for the Company and the Company Subsidiaries to conduct their respective businesses under Environmental Laws (“Environmental Permits”), and are and have at all times been in compliance with all Environmental Laws. No suspension, cancellation, modification, revocation or nonrenewal of any Environmental Permit has occurred, is pending or, to the Knowledge of the Company, threatened. The Company and the Company Subsidiaries have not entered into or agreed to any Judgment and are not subject to any Judgment relating to compliance with any Environmental Law or to investigation or cleanup of Hazardous Material. There have been no Releases of Hazardous Materials on, at or under any parcel of Company Property or any other property or facility formerly owned, leased or operated by any Company, any Company Subsidiary or any of their respective predecessors in violation of Environmental Laws. (d) The Company has made available to Parent copies of all Phase 1 and Phase 2 environmental site assessment reports in its or any Company Subsidiaries’ possession regarding any of the Company Properties. (e) Neither Except as set forth on Section 5.15 of the Company Disclosure Schedule, there are no facts that would adversely affect the ownership, possession, use or occupancy of the Real Property ("Adverse Facts") relating to the physical condition of the Real Property or any portion thereof, including, without limitation, Adverse Facts relating to soil conditions, sinkholes (f) Except as set forth in Section 5.15 of the Company Disclosure Schedule hereto, (i) all of the Real Property is in compliance in all material respects with the applicable provisions of Title III of the Americans with Disabilities Act (the "ADA"), (ii) there is no pending or noticed or, to the best of Seller's knowledge, threatened litigation, administrative action or complaint (whether from state, federal or local government or from any other person, group or entity) relating to the ADA, and (iii) the present or continued use of the Real Property does not constitute a nonconforming use, and there are no additional permits regarding such use required pursuant to the ADA. (g) No part of the Real Property contains, is located within or abuts any flood plain, navigable water or other body of water, tideland, wetland, marshland, or any area which has been designated by the Federal Emergency Management Agency, the Army Corps of Engineers or any other governmental agency as being subject to special flood hazards or any other area which is subject to special state, federal or municipal regulation, control or protection, except as set forth in Section 5.15 of the Company Disclosure Schedule. (h) Except as set forth in Section 5.15 of the Company Disclosure Schedule, there are no tenants or other persons or entities occupying any space in the Real Property. (i) There are no pending or, to Stockholder's best knowledge, threatened assessments with respect to the Real Property. (j) The Company and its subsidiaries have conducted their respective businesses and operations in compliance with all applicable Environmental Laws (as defined below), including, without limitation, having all permits, licenses and other approvals and authorizations necessary for the operation of their respective businesses as presently conducted. None of the properties leased or operated by the Company or any of its subsidiaries contain any Hazardous Substance as a result of any activity of the Company or any of its subsidiaries in amounts exceeding the levels permitted by applicable Environmental Laws. Since January 1, 1995, neither the Company nor any of its subsidiaries has received any notices, demand letters or requests for information from any federal, state, local or foreign governmental entity indicating that the Company Subsidiary or any of its subsidiaries may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of their businesses. There are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending or threatened, against the Company or any of its subsidiaries relating to any violation, or alleged violation, of any Environmental Law. No Hazardous Substance has treated, stored, been disposed of, arranged for released or permitted the disposal of, transported, handled, or released any Hazardous Material transported in material violation of any applicable Environmental LawsLaw from any properties leased or operated by the Company or any of its subsidiaries as a result of any activity of the Company or any of its subsidiaries during the time such properties were leased or operated (k) As used herein, "Environmental Law" means any federal, state, local or foreign law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, legal doctrine, order, judgment, decree, injunction, requirement or agreement with any governmental entity relating to (x) the protection, preservation or restoration of the environment (including, without limitation, air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource) or to human health or safety or (y) the exposure to, or which could reasonably be expected to result the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of Hazardous Substances, in each case as amended and as in effect on the Closing Date. The term "Environmental Law" includes, without limitation, (i) the Federal Comprehensive Environmental Response Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act, the Federal Water Pollution Control Act of 1972, the Federal Clean Air Act, the Federal Clean Water Act, the Federal Resource Conservation and Recovery Act of 1976 (including the Hazardous and Solid Waste Amendments thereto), the Federal Solid Waste Disposal Act and the Federal Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, and the Federal Occupational Safety and Health Act of 1970, each as amended and as in effect during the term of this Agreement, and (ii) any common law or give rise to Liability equitable doctrine (including, without limitation, injunctive relief and tort doctrines such as negligence, nuisance, trespass and strict liability) that may impose liability or require an investigation, cleanup, removal, response activity, remediationobligations for injuries or damages due to, or corrective action pursuant threatened as a result of, the presence of, effects of or exposure to any Environmental Law or contractual obligationHazardous Substance. (f) Neither this Agreement nor the consummation of the Transactions will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Authority or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Real Property; Environmental Matters. (a) Except as set forth on Section 2.8(a) Neither GIG nor the Subsidiaries have fee ownership of the Disclosure Schedule, neither the Company nor any Company Subsidiary owns in fee, leases as lessee or tenant, or holds any other interest in real property. . The leases (ithe "Leases") Section 2.8(a)(i) of the Disclosure Schedule sets forth a complete and accurate list of all real property that is owned leased by GIG or the Company or any Company Subsidiary (the “Owned Real Property”), and as to each parcel of Owned Real Property sets forth in tabular format the following information, Subsidiaries are all of which is complete and accurate: the owner; the street address; the municipality, county and state; the tax parcel number and any other parcel identification number; the recording date and location (book and page or instrument number) of each recorded plat; the recording date and location of the vesting deed; the recording date and location of each mortgage or deed of trust; and the issuer, policy number and insured amount of all title insurance policies insuring the owner or any mortgagee of the owner; and the preparer and last revision date of all surveys. Except as set forth in Section 2.8(a)(i) of the Disclosure Schedule, there are no outstanding options, purchase rights or rights of first refusal to purchase or lease any parcel of Owned Real Property, or any portion thereof or interest therein, to which the Company or any Company Subsidiary is a party. The Company or a Company Subsidiary has good and marketable fee simple title to each of parcel the Owned Real Property, free and clear of all Liens and adverse Judgments other than Permitted Liens. (ii) Section 2.8(a)(ii) of listed on the Disclosure Schedule sets forth a complete and accurate list of all real property that is leased by the Company or any Company Subsidiary lessee or tenant (the “Leased Real Property”), and as to each parcel of Leased Real Property sets forth in tabular format the following information, all of which to the Company’s Knowledge is complete and accurate: the fee owner (to the Company’s Knowledge) and the lessor; the lessee; the street address; the municipality, county and state; the title, date and parties to the lease and all amendments thereto creating the leasehold in the lessee (the “Real Property Lease”); the recording date and location of each mortgage or deed of trust encumbering the leasehold; the issuer, policy number and insured amount of all title insurance policies insuring the lessee or any mortgagee of the lessee, if any; and the preparer and last revision date of all surveys. Except as set forth on Section 2.8(a)(i) of the Disclosure Schedule, there are no outstanding options, purchase rights or rights of first refusal to acquire any Real Property Lease or the leasehold created thereby, or to sublease any parcel of Leased Real Property, or any portion thereof or interest therein to which the Company or any Company Subsidiary is a party. Neither the lessor nor the lessee has the right to terminate any Real Property Lease, and the lessor thereunder has no right to recapture or relocate all or any portion of the Leased Real Property. The Company or a Company Subsidiary, as lessee, has good and marketable leasehold title to each parcel of Leased Real Property, free and clear of all Liens and adverse Judgments other than Permitted Liens, and has in all material respects paid and performed all obligations required to be paid or performed by it under each Real Property Lease and otherwise with respect to each parcel of Leased Real Property. The Company or a Company Subsidiary enjoys peaceful and undisturbed possession of each parcel of Leased Real Property. Each Real Property Lease (A) is in full force and effect and a valid, binding and legally enforceable obligation of the Company or a Company Subsidiary, as lessee, and, to the Company’s Knowledge, of the lessor; (B) has not been amended or modified except as reflected on Section 2.8(a)(ii) of the Disclosure Schedule; and (C"Leased Property") except for Permitted Liens, has not been assigned by the lessee. Neither the Company nor any Company Subsidiary has received a written notice of default under any Real Property Lease during the last six (6) months which remains uncured and to the Knowledge of the Company no condition exists which, with either notice or the passage of time or both, would result in a breach or default by the Company or any Company Subsidiary under any Real Property Lease. Except as set forth in Section 2.8(a)(ii) of the Disclosure Schedule, the transactions contemplated by this Agreement do not require the consent of any other party to any Real Property Lease, will not result in a breach of or default under any Real Property Leases, or otherwise cause any Real Property Lease to cease to be legal, valid, binding, enforceable by and against all parties, and in full force and effect on identical terms following the Closing. None of the other parties to any Real Property Lease is an affiliate of, or otherwise has any economic interest in, the Company or any Company Subsidiary. (iii) Section 2.8(a)(iii) of the Disclosure Schedule sets forth a complete and accurate list of all real property, other than Owned Real Property and Leased Real Property, in which the Company or any Company Subsidiary holds an interest (the “Other Real Property”), and as to each parcel of Other Real Property sets forth complete and accurate information of the type and level of detail provided in Section 2.8(a)(ii) of the Disclosure Schedule. (iv) The Owned Real Property, Leased Real Property and Other Real Property (collectively, the “Company Property”) comprise all of the real property used or intended to be used in, or otherwise related to, the Business. (b) The occupancies, uses, maintenance and operation of each parcel of Company Property have complied in all material respects with all Laws and are not in violation in any material respect of any thereof; and all certificate(s) of occupancy and all other material Permits required by Law for the proper use and operation of each parcel of Company Property are in full force and effect, other than those the loss of which would not have a Material Adverse Effect. All GIG and the Subsidiaries enjoy peaceful and undisturbed possession under each such Lease and are not in breach or default in any material Permits, utility installations and connections required for the existing occupancies, uses and operation of each parcel of Company Property have been granted, effected, or performed and completed (as the case may be), and all fees and charges therefor have been fully paid. Each parcel of Company Property is supplied with utilities (including water, sewage, disposal, electricity, gas and telephone) and other services necessary for the operation respect under any of such parcel Leases and no condition exists which with notice or lapse of Company Property as currently operated. There are no subleases, licenses, options, rights, concessions time or other agreements both would constitute a breach or arrangements, written or oral, granting to any Person the right to use or occupy any parcel of Company Property or any portion thereof or interest therein. None of the Company and the Company Subsidiaries has received written notice of, and they do not otherwise have Knowledge of, any violations, Proceedings or Judgments relating to zoning, building use and occupancy, traffic, fire, health, sanitation, air pollution, ecological, environmental or other Law, against or with respect to any parcel of Company Property. There is no condemnation, expropriation or other Proceeding in eminent domain pending ordefault thereunder and, to the Knowledge of GIG and the Company Sellers there is no breach or default in any Company Subsidiary, threatened, affecting material respect by any parcel other party to any such Lease. True and correct copies of Company Property or all such Leases and subleases have heretofore been made available to Buyer. There are no consents required for any portion thereof or interest therein. All obligations arising under development, tri-party Lease to be in full force and other agreements with county, municipal effect following the sale of the Shares and other governmental PiV Shares and quasi-governmental agencies and authorities respecting consummation of the ownership, development and operation of each parcel of Company Property have been paid or performedTransaction. No notice from any insurance company which has issued a policy with respect to any parcel of Company Property condemnation, expropriation, eminent domain or from any board of fire underwriters (or other body exercising similar functions) has been received requesting the performance of any repairs, alterations, or other work. No work has been performed or is in progress at, and no materials have been furnished to, any parcel of Company Property which, though not presently the subject of, might give rise to construction, mechanic’s, material supplier’s, or other lien against such parcel of Company Property, except that for which full and complete releases or effective waivers have been obtained. All obligations required to be paid or performed by the owner or lessee of any parcel of Company Property under declarations, reciprocal easement agreements and like agreements to which such parcel of Company Property is subject, have been paid or performed. No parcel of Company Property is subject to any tax abatement program. To the Knowledge of the Company, there are no assessments for public improvements currently affecting or pending against any parcel of Company Property, and there are no assessable public improvements which have been ordered to be made and which have not heretofore been assessed. To the Company’s Knowledge, each parcel of Company Property is maintained in all material respects the manner in which prudent owner-occupants customarily maintain similar real property. The Company Property is suitable and adequate for the conduct of the Business. (c) None of the Company and the Company Subsidiaries has received any notice or communication from (i) a Governmental Authority, (ii) the current or prior owner or operator of any of the Company’s or the Company Subsidiaries’ properties or facilities, or (iii) any other Person that alleges that any Company or Company Subsidiary is not in compliance with any Environmental Law. The Company and the Company Subsidiaries hold, and are in compliance with, all material Permits required for the Company and the Company Subsidiaries to conduct their respective businesses under Environmental Laws (“Environmental Permits”), and are and have at all times been in compliance with all Environmental Laws. No suspension, cancellation, modification, revocation or nonrenewal of any Environmental Permit has occurred, proceeding is pending or, to the knowledge of GIG or the Sellers, contemplated with respect to any of such Leased Property. Neither GIG nor the Subsidiaries has any contingent liability as former tenant or guarantor in respect of any property lease. To the Knowledge of the Company, threatened. The Company GIG and the Company Subsidiaries have not entered into Sellers there are no disputes with or agreed to claims by any Judgment and are not subject to any Judgment relating to compliance with any Environmental Law landlord or to investigation licensor of or cleanup the occupier of Hazardous Material. There have been no Releases of Hazardous Materials on, at or under any parcel of Company Property or any other property adjacent or facility formerly owned, leased near to any property occupied by GIG or operated any Subsidiary and no notices or complaints have been received by any Companyof them in relation to any property from any other party. Neither GIG nor any Subsidiary is aware of any actually or potentially contaminating substance in any property which they occupy. All necessary consents have been obtained by GIG and the Subsidiaries from landlords, any Company Subsidiary or any of their respective predecessors in violation of Environmental Lawslicensors and public bodies for activities carried on and works carried out at all properties which they occupy. (db) The Company has made available In particular (but without limitation) GIG and the Subsidiaries have obtained all consents required by law for activities carried out at properties occupied by them which are actually or potentially contaminating or otherwise deleterious to Parent copies of all Phase 1 other properties or their occupants or to the environment in general and Phase 2 environmental site assessment reports in its or any Company Subsidiaries’ possession regarding any of the Company Properties. (e) Neither the Company nor any Company Subsidiary has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation are unaware of any Environmental Lawscurrent or anticipated notices, complaints, claims or which could reasonably be expected to result proceedings in or give rise to Liability or require an investigation, cleanup, removal, response activity, remediation, or corrective action pursuant to any Environmental Law or contractual obligation. (f) Neither this Agreement nor the consummation respect of the Transactions will result in any obligations for site investigation or cleanup, or notification such properties relating to or consent arising out of or in connection any such activities or the presence at such properties of any Governmental Authority substance which is so actually or third parties, pursuant to any of the so-called “transaction-triggered” potentially contaminating or “responsible property transfer” Environmental Lawsotherwise deleterious.