Common use of Real Property Generally Clause in Contracts

Real Property Generally. (a) The improvements and fixtures situated on the Real Property are in good condition and repair, having regard to their use and age, normal wear and tear excepted. (b) Each of the Companies has such rights of entry and exit to and from the Real Property as are reasonably necessary to carry on its business upon the Real Property as it is currently carried on. (c) No written Notice has been received by any of the Companies alleging that any Person has any right to purchase any of the Real Property, and no Person other than the Companies is using or has any right to use, as tenant, or is in possession or occupancy of, any part of such Real Property. (d) Except for the Permitted Encumbrances, none of the Companies has granted any option, right of first refusal or other contractual rights with respect to the acquisition of any of the Real Property. (e) Except for the Permitted Encumbrances, none of the Companies has entered into any agreement to sell, transfer, encumber, or otherwise dispose of or impair the right, title and interest of the Companies in and to the Real Property. (f) No part of the Real Property is subject to any building or use restriction that restricts or would restrict in any material respect or prevent the use and operation of the Real Property as it has been used or operated in the ordinary course in the past by the Companies. (g) All accounts for work and services performed or materials placed or furnished upon or in respect of the construction and completion of any of the buildings, improvements or other structures constructed on the Real Property have been fully paid and no one is entitled to claim a lien under the Construction Lien Act (Ontario) or other similar legislation in other provinces for such work performed by or on behalf of the Companies. (h) There are no matters affecting the right, title and interest of any of the Companies in and to the Real Property which, in the aggregate, would materially and adversely affect the ability of any of the Companies after the Closing Date, to carry its business upon the Real Property as it has been carried on in the ordinary course in the past.

Real Property Generally. (a) The Companies do not use or occupy any properties or premises other than the Real Property. (b) The improvements and fixtures situated on the Real Property are in good working condition and repair, having regard to their use and age, normal wear and tear excepted. (bc) Each of the Companies has such rights of entry and exit to and from the Real Property as are reasonably necessary to carry on its business upon the Real Property as it is currently carried on. (cd) No written Notice has been received by any of the Companies alleging that any Person has any right to purchase any of the Real Property, and no Person other than the Companies is are using or has any right to use, as tenant, or is in possession or occupancy of, any part of such Real Property. (de) Except for the Permitted Encumbrances, none of the Companies has have not granted any option, right of first refusal or other contractual rights with respect to the encumbrancing, acquisition or disposition of any of the Real PropertyProperty or any interest therein. (ef) Except for the Permitted Encumbrances, none of the Companies has have not entered into any agreement to sell, transfer, encumber, or otherwise dispose of or impair the right, title and interest of the Companies in and to the Real Property. (fg) No part of the Real Property is subject to any building or use restriction that restricts or would restrict in any material respect or prevent the use and operation of the Real Property as it has been used or operated in the ordinary course in the past by the Companies. (gh) All accounts for work and services performed or materials placed or furnished upon or in respect of the construction and completion of any of the buildings, improvements or other structures constructed on the Real Property have been fully paid and no one is entitled to claim a lien under the Construction Lien Act (Ontario) or other similar legislation in other provinces for such work performed by or on behalf of the Companies. (hi) There are no matters affecting the right, title and interest of any of the Companies in and to the Real Property which, in the aggregate, would materially and adversely affect the ability of any of the Companies after the Closing Date, to carry on its business upon the Real Property as it has been carried on in the ordinary course in the past. (j) To the knowledge of the Vendor, (i) the buildings and other structures located on the Owned Real Properties and the operation and maintenance of those buildings and structures, as now operated and maintained, comply in all material respects with all applicable laws and regulations, municipal or otherwise or constitute legal non-conforming uses, (ii) none of those buildings or other structures encroaches in a material respect upon any land not owned or leased by the Companies, and (iii) there are no restrictive covenants, municipal by-laws or other laws or regulations other than the Permitted Encumbrances which in any way restrict or prohibit the use in any material respect of those Owned Properties, buildings or structures for the purposes for which they are currently used in connection with the business of the Companies. (k) There are no expropriation or similar proceedings, actual or threatened, of which the Vendor or any of the Companies has received written notice against any of the Owned Real Properties or any part thereof. (l) The Companies manage the Owned Real Properties themselves and at the Closing Time and thereafter there will be no Persons employed by the Vendor or any agent thereof in respect of the Owned Real Properties or their maintenance, operation or leasing, for which the Purchaser or the Companies will or may have responsibility or liability, whether under any applicable legislation or otherwise at law or equity. (m) There are no material outstanding obligations relating to any written notice or order issued by any Governmental Authority in respect of the Owned Real Properties alleging any deficiency, non-compliance with any municipal agreements (including any development or site plan agreements) building restrictions, zoning or building laws or by-laws, building codes or fire codes of which the Vendor or the Companies have received written notice.

Real Property Generally. (a) The improvements and fixtures situated on Vendor has not granted any right, which remains in effect to purchase the Owned Real Property are in good condition and repair, having regard to their use and age, normal wear and tear excepted. (b) Each of the Companies has such rights of entry and exit to and from the Real Property as are reasonably necessary to carry on its business upon the Real Property as it is currently carried on. (c) No written Notice has been received by any of the Companies alleging that any Person has any right to purchase any of the Real Property, and no Person person, other than the Companies Vendor, is using or has any right to use, use as tenant, or is in possession or occupancy of, of any part of such the Owned Real Property. (b) The Vendor has not granted any option to purchase or right of first refusal nor entered into any agreement to sell, transfer or otherwise dispose of the Owned Real Property nor entered into any brokerage agreements with respect to the Owned Real Property, which remain in effect, other than the Purchaser pursuant to this Agreement. (c) Subject to the Permitted Encumbrances and the security in favour of the Primary Lender, the Vendor has not encumbered or otherwise impaired the right, title or interest of the Vendor in and to the Owned Real Property or the air, density and easement rights relating to the Owned Real Property. (d) Except for the Permitted Encumbrances, none The Vendor has not received written notification from any Governmental Authorities of and has no knowledge of any outstanding or incomplete work orders in respect of the Companies has granted any option, right of first refusal buildings or other contractual rights with respect to structures constructed on the acquisition Owned Real Property or of any current non-compliance (other than non-compliances which are legal non-conforming under the relevant zoning by-laws) with applicable building and zoning by-laws and regulations which remain outstanding as of the Real Propertydate hereof. (e) Except The Vendor has not made an application for the Permitted Encumbrances, none a re-zoning of the Companies has entered into any agreement to sell, transfer, encumber, or otherwise dispose of or impair Real Property which remains outstanding at this time and does not use the right, title and interest of the Companies in and to the Owned Real PropertyProperty for retail purposes. (f) No part The Vendor has not received notice from any Governmental Authority of any expropriation or condemnation or similar proceeding pending or threatened against the Owned Real Property is subject to or any building or use restriction that restricts or would restrict in any material respect or prevent the use and operation of the Real Property as it has been used or operated in the ordinary course in the past by the Companiespart thereof. (g) All accounts for work and services performed or materials placed or furnished upon or in respect of the construction and completion of any of the buildings, improvements or other structures constructed on the Owned Real Property have been fully paid and and, to the knowledge of the Vendor, no one is entitled to claim a lien under the Construction Lien Act (Ontario) or other similar legislation in other provinces for such work performed by or on behalf of the CompaniesVendor in respect of which a holdback pursuant to the Construction Lien Act (Ontario) has not been made. (h) There are no matters affecting The Owned Real Property is serviced by all utilities required to permit the right, title and interest of any operation of the Companies in and Businesses by the Vendor. (i) To the knowledge of the Vendor, the Vendor has performed all of the Vendor’s obligations pursuant to the Real Property whichPermitted Encumbrances and all Permitted Encumbrances which are easements, agreements, rights of way, restrictive covenants or restrictions are, in the aggregateall material respects, would materially and adversely affect the ability of any of the Companies after the Closing Date, to carry its business upon the Real Property as it has been carried on in the ordinary course good standing other than those contained in the pastinstrument number LT1134433.

Real Property Generally. (a) The improvements True and fixtures situated on complete copies of certificates of title relating to the Owned Real Property are in good condition and repairwithin the possession or control of the Vendor or the Company and/or its Subsidiaries, having regard have been delivered to their use and age, normal wear and tear exceptedthe Purchaser. (b) Each Except as disclosed on Section 32 of the Companies Vendor Disclosure Letter, no Person has such any right to purchase, option to purchase, right of first refusal or other rights with respect to any of entry and exit to and from the Real Property as are reasonably necessary other than the Purchaser pursuant to carry on its business upon the Real Property as it is currently carried onthis Agreement. (c) No written Notice has been received by any Section 32 of the Companies alleging that any Person has any right Vendor Disclosure Letter sets forth a list of known third parties entitled to purchase use or have possession or occupancy of any of the Real Property, and including the key commercial terms of such use, possession or occupancy, and, except as disclosed on Section 32 of the Vendor Disclosure Letter, no Person other than the Companies Company or a Subsidiary is using or has any right to use, as tenant, or is in possession or occupancy of, any part of such Real Property. (d) Except for the Permitted Encumbrances, none None of the Companies has granted any option, right of first refusal Company or other contractual rights with respect to the acquisition of any of the Real Property. (e) Except for the Permitted Encumbrances, none of the Companies its Subsidiaries has entered into any agreement to sell, transfer, encumber, or otherwise dispose of or impair the right, title and interest of the Companies Company or any of its Subsidiaries in and to the Owned Real Property or the air, density and easement rights relating to the Owned Real Property. (fe) No part To the knowledge of the Vendor, the current uses of the Real Property is subject are permitted under current zoning and land use regulations and Laws. None of the Company or any of its Subsidiaries has made application for any minor variance or amendments to any building zoning by-laws or use restriction that restricts or would restrict official plans in any material respect or prevent the use and operation of the Real Property as it and the Vendor has been used no knowledge of any proposed or operated pending changes to any zoning regulation or official plan affecting the Real Property, except in the ordinary course in of business. (f) Except for Permitted Encumbrances, to the past by knowledge of the CompaniesVendor, no Improvements encroach on real property not forming part of the Owned Real Property and no buildings, structures or other improvements on adjoining lands encroach upon the Owned Real Property. (g) The Vendor has no knowledge of any expropriation or condemnation or similar proceeding pending or threatened against the Owned Real Property or any part of the Owned Real Property. (h) All accounts for work and services performed or materials placed or furnished upon or in respect of the construction and completion of any of the buildings, improvements or other structures constructed on the Real Property Improvements have been fully paid and no one is entitled to claim a lien under the Construction Lien Act (Ontario) or other similar legislation in other provinces for such work performed by or on behalf of the CompaniesCompany or any of its Subsidiaries. (hi) The Owned Real Property is fully serviced (including water, storm and sanitary sewer and electrical service) to a level sufficient to permit the operation of the business of the Company and its Subsidiaries to be carried on after Closing as it has been carried on in the ordinary course by the Company and its Subsidiaries. All municipal levies, local improvements, imposts and permit fees due and payable prior to the Closing Date have been or shall be paid by the Company and its Subsidiaries as at the Closing Date. (j) There are no outstanding material defaults (or events which would constitute a material default with the passage of time or giving of notice or both) under the Permitted Encumbrances on the part of the Company or any of its Subsidiaries or, to the knowledge of the Vendor, on the part of any other party to such Permitted Encumbrances. (k) There are no matters affecting the right, title and interest of the Company or any of the Companies its Subsidiaries in and to the Owned Real Property which, in the aggregate, would materially and adversely affect the ability of the Company or any of the Companies its Subsidiaries after the Closing Date, Date to carry its on the business upon the Owned Real Property as it has been carried on in the ordinary course in by the pastCompany and its Subsidiaries.

Real Property Generally. (a) The plant, buildings, structures, erections, improvements and fixtures situated situate on the Real Property are being delivered to the Purchaser in good their "as is" condition as inspected by and repairdemonstrated to the Purchaser on March 4, having regard to their use and age, normal wear and tear excepted1999. (b) Each of the Companies The Vendor has such rights of entry and exit to and from the Real Property as are reasonably necessary to carry on its business the Business upon the Real Property as it is currently carried onProperty. (c) No written Notice has been received by any of the Companies alleging that any Person person has any right to purchase any of the Real Property, and no Person person other than the Companies Vendor is using or has any right to use, as tenant, or is in possession or occupancy of, any part of such Real PropertyProperty other than rights which are Permitted Encumbrances. (d) Except for the Permitted Encumbrances, none of the Companies The Vendor has not granted any option, right of first refusal or other contractual rights with respect to the acquisition of any of the Real PropertyProperty other than to the Purchaser pursuant to this Agreement or as set out in Schedule 4.4 respecting Permitted Encumbrances. (e) Except for the Permitted Encumbrances, none of the Companies The Vendor has not entered into any agreement to sell, transfer, encumber, or otherwise dispose of or impair the right, title and interest of the Companies Vendor in and to the Real Property or the air, density and easement rights relating to the Real Property except as set out in Schedule 4.4 respecting Permitted Encumbrances. (f) Schedule 4.25 provides details on the most up-to-date surveys, prepared by licensed land surveyors, relating to the Real Property which are available, and such surveys have been delivered or made available to the Purchaser. (g) The Vendor has not received any notification of and has no knowledge of, any outstanding or incomplete work orders in respect of any of the buildings, improvements or other structures constructed on the Real Property or of any current non-compliance (other than non-compliances which are legal non-conforming under relevant zoning by-laws) with applicable statutes and regulations or building and zoning by-laws and regulations. (h) To the knowledge of the Vendor, the current uses of the Real Property are permitted under current zoning regulations. (i) The Vendor has not made application for a rezoning of any of the Real Property and has no knowledge of any proposed or pending change to any zoning affecting the Real Property. (fj) No To the knowledge of the Vendor, no part of the Real Property is subject to any building or use restriction that restricts or would restrict in any material respect or prevent the use and operation of the Real Property as it has been used or operated in for the ordinary course in the past Business by the CompaniesPurchaser. (gk) Except as may be shown on the surveys for the Real Property delivered to the Purchaser, to the knowledge of the Vendor no improvements constituting a part of the Real Property encroaches on real property not forming part of the Real Property. (l) The Vendor has no knowledge of any expropriation or condemnation or similar proceeding pending or threatened against the Real Property or any part of the Real Property. (m) All accounts for work and services performed or materials placed or furnished upon or in respect of the construction and completion of any of the buildings, improvements or other structures constructed on the Real Property have been fully paid and no one is entitled to claim a lien under the Construction Lien Act (Ontario) or other similar legislation in other provinces for such work performed by or on behalf of the CompaniesVendor. (hn) The Real Property is fully serviced to permit the operations of the Business by the Purchaser as at the Closing Date. All municipal levies, local improvements, imposts and permit fees due and payable prior to the Closing Date have been or will as at the Closing Date be paid by the Vendor, subject to pro rating for the number of days elapsed prior to Closing. (o) To the knowledge of the Vendor, all Permitted Encumbrances which are easements, agreements, rights-of-way, restrictive covenants or restrictions are in good standing and the Vendor has performed in all material respects all obligations required to be performed by it thereunder and there is no material breach or default in any respect thereunder nor has there occurred any event nor does there exist any condition which, in either case, with the giving of notice or the lapse of time, would constitute such a material breach or default. (p) To the knowledge of the Vendor, the easements, rights-of-way and other similar appurtenant interests which benefit the Real Property or to which the Real Property is subject and which are necessary for the continued use and operation of the Real Property for the Business are listed in Schedule 4.25. None of such easements, rights-of-way or other interests requires the consent of any other party to the transactions contemplated by this Agreement. (q) There are no matters affecting the right, title and interest of any of the Companies Vendor in and to the Real Property which, in the aggregate, would materially and adversely affect the ability of any the Purchaser as of the Companies after the Closing Date, to carry its business on the Business upon the Real Property as it has been carried on in the ordinary course in the past.