Common use of Real Property Leased Clause in Contracts

Real Property Leased. The attached Schedule 3.9 lists and briefly describes all real properties leased or subleased to Seller and used in connection with the operation of the Meridian Business (the "Leased Real Property"). Except as set forth on Schedule 3.9, no property insurer or similar body has made any recommendations with respect to any parcel of Leased Real Property which have not been complied with, and all structures on the Leased Real Property meet all qualifications for "highly protected risk" classification for fire insurance purposes. Except as set forth on Schedule 3.9, and except for the properties identified in Schedule 3.9, Seller has never leased or subleased any real property for use in connection with the operation of the Meridian Business. Seller has delivered to Purchaser true, correct and complete copies of the leases and subleases listed on the attached Schedule 3.9. Except as disclosed on Schedule 3.9, all of the Meridian Assets are located at the Leased Real Property. Except as set forth on the attached Schedule 3.9, with respect to each such lease or sublease: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (c) neither Seller nor any other party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, could constitute such a breach or default or permit termination, modification or acceleration under the lease or sublease; (d) no party to the lease or sublease has repudiated any of its provisions; (e) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (f) Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered all or any portion of its interest in the leasehold or subleasehold; (g) all facilities leased or subleased under the lease or sublease have been operated and maintained in accordance with applicable laws, rules and regulations; (h) all facilities leased or subleased under the lease or sublease are supplied with utilities and other services necessary for the operation of such facilities; and (i) all facilities leased or subleased under the lease or sublease are in good operating condition, and would not, with ordinary wear and tear, require major repair or replacement during the remainder of the lease term.

Real Property Leased. The Schedule 6.8 attached Schedule 3.9 lists hereto contains a list and briefly describes brief description of the terms of all real properties leased estate leases to which Xxxx or subleased to Seller and used in connection with the operation of the Meridian Business its subsidiaries are a party (the "Leased Real Property"as lessee or lessor). Except as set forth on Schedule 3.9Upon request of A-G Tech, no property insurer or similar body has made any recommendations with respect to any parcel of Leased Real Property which have not been complied with, and all structures on the Leased Real Property meet all qualifications for "highly protected risk" classification for fire insurance purposes. Except as set forth on Schedule 3.9, and except for the properties identified in Schedule 3.9, Seller has never leased or subleased any real property for use in connection with the operation of the Meridian Business. Seller has delivered to Purchaser true, complete and correct and complete copies (or, in the case of the leases and subleases listed on the attached Schedule 3.9oral leases, descriptions) of each lease will be provided. Except as disclosed on Schedule 3.9, all of the Meridian Assets are located at the Leased Real Property. Except as set forth on the attached Schedule 3.9, with respect to each Each such lease or sublease: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect and constitutes a legal, valid and binding obligation of the respective parties thereto. All rents and additional amounts due to date on identical terms following each such lease have been paid. In each case, the Closing; (c) neither Seller nor any other party to the lease or sublease lessee is in breach or defaultpeaceable possession under such lease, has a valid leasehold interest therein and is not in default thereunder and no event waiver, indulgence or postponement of the lessee’s obligations thereunder has occurred been granted by the lessor, nor does there exist any event, condition or occurrence which, with the giving of notice or the lapse of time, could or both, would constitute such a breach default under any such lease. Neither Xxxx nor its subsidiaries have violated any of the terms or default or permit termination, modification or acceleration conditions under any such lease in any respect which violation would give rise to the right of the other party thereto to terminate such lease or sublease; xxx for damages thereunder. All buildings, structures, appurtenances or real property leased by Xxxx or its subsidiaries (da) no party to the lease or sublease has repudiated any of its provisions; (e) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (f) Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered all or any portion of its interest in the leasehold or subleasehold; (g) all facilities leased or subleased under the lease or sublease have been operated and maintained in accordance with applicable laws, rules and regulations; (h) all facilities leased or subleased under the lease or sublease are supplied with utilities and other services necessary for the operation of such facilities; and (i) all facilities leased or subleased under the lease or sublease are in good operating conditioncondition and repair, (b) are in such condition as to permit surrender by Xxxx to the lessors on the date hereof without any cost or expense to Xxxx for repair or restoration if such leases were terminated on the date hereof, (c) are adequate and suitable for the uses for which intended by Xxxx or its subsidiaries, and (d) afford adequate rights of ingress and egress for operation of its business in the ordinary course. None of such buildings, structures and appurtenances, any equipment therein nor the use, operation or maintenance thereof, violates any restrictive covenant or encroaches on any property owned by others. No condemnation proceeding is pending or, to the best of Xxxx’x knowledge, threatened which would not, with ordinary wear and tear, require major repair preclude or replacement during impair the remainder use of any such property by Xxxx or its subsidiaries for the uses for which intended by it. All of the lease termforegoing conform to applicable Federal, state, territorial, local and foreign laws and regulations (including applicable environmental and occupational safety and health laws and regulations and zoning and building ordinances).

Real Property Leased. The attached Section 2.8(c) of the Disclosure Schedule 3.9 -------------------- -------------- lists and describes briefly describes all real properties property leased or subleased to Seller and used in connection with the operation of the Meridian Business (the "Leased Real Property")PST. Except as set forth on Schedule 3.9, no property insurer or similar body has made any recommendations with respect to any parcel of Leased Real Property which have not been complied with, and all structures on the Leased Real Property meet all qualifications for "highly protected risk" classification for fire insurance purposes. Except as set forth on Schedule 3.9, and except for the properties identified in Schedule 3.9, Seller has never leased or subleased any real property for use in connection with the operation of the Meridian Business. Seller PST has delivered to Purchaser true, ADE correct and complete copies of the leases and subleases listed on the attached Schedule 3.9. Except as disclosed on Schedule 3.9, all in Section 2.8(c) of the Meridian Assets are located at the Leased Real PropertyDisclosure Schedule. Except as set forth on the attached Schedule 3.9, with With respect to each such lease or sublease:------------- and sublease listed in Section 2.8(c) of the Disclosure Schedule: -------------- (ai) the lease or sublease is legal, valid, binding, enforceable enforceable, and in full force and effect; (bii) the lease or sublease will continue to be legal, valid, binding, enforceable enforceable, and in full force and effect on identical terms following the Closingconsummation of the transactions contemplated hereby; (ciii) neither Seller nor any other no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, could would constitute such a breach or default or permit termination, modification modification, or acceleration under the lease or subleasethereunder; (div) no party to the lease or sublease has repudiated any of its provisionsprovision thereof; (ev) there are no disputes, oral agreements agreements, or forbearance programs in effect as to the lease or sublease; (fvi) Seller with respect to each sublease, the representations and warranties set forth in subsections (1) through (5) above are true and correct with respect to the underlying lease; (vii) PST has not assigned, transferred, conveyed, mortgaged, deeded in trust trust, or encumbered all or any portion of its interest in the leasehold or subleasehold; (gviii) to the best of PST's knowledge, all facilities leased or subleased under thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the lease or sublease operation thereof and have been operated and maintained in accordance with applicable laws, rules rules, and regulations; (hix) all facilities leased or subleased under the lease or sublease thereunder are supplied with utilities and other services necessary for the operation of such said facilities; and (ix) all facilities to the best of PST's knowledge, the owner of the facility leased or subleased under has good and marketable title to the lease parcel of real property, free and clear of any lien, encumbrance, claim, easement, covenant, or sublease are in good operating conditionother restriction, except for installments of special easements not yet delinquent and recorded easements, covenants, and would notother restrictions which do not impair the current use, with ordinary wear and tearoccupancy, require major repair or replacement during value, or the remainder marketability of title, of the lease termproperty subject thereto.

Real Property Leased. The attached Schedule 3.9 1.1(k) lists and briefly describes sets forth the legal description for all real properties leased or subleased to Seller and used the Companies for use in connection with the operation of the Meridian DFI Business, the DFI Alabama Business and the DIA Business (the "Leased Real Property"). Except as set forth on Schedule 3.9, no property insurer or similar body has made any recommendations with respect to any parcel of No Leased Real Property which have not been complied with, and occupies all structures on the Leased Real Property meet all qualifications for "highly protected risk" classification for fire insurance purposes. Except as set forth on Schedule 3.9, and except for the properties identified in Schedule 3.9, Seller has never leased or subleased any real property for use in connection with the operation of the Meridian Businessspace in a building. Seller has The Companies have delivered to Purchaser true, correct and complete copies of the leases and subleases listed on the attached Schedule 3.9. Except as disclosed on Schedule 3.9, all of the Meridian Assets are located at the Leased Real Property1.1(k). Except as set forth on the attached Schedule 3.94.8, with respect to each such lease or sublease: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (c) neither Seller nor the Companies nor, to the Companies' or Sellers' Knowledge, any other party to the lease or sublease is in breach or default, and with respect to the Companies, no event has occurred, and with respect to any other party thereto, to the Knowledge of the Companies or Sellers, no event has occurred which, with notice or lapse of time, could would constitute such a breach or default or permit termination, modification or acceleration under the lease or sublease; (d) no party to the lease or sublease has repudiated any of its provisions; (e) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (f) Seller has the Companies have not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered all or any portion of its their interest in the leasehold or subleasehold; (g) all facilities leased or subleased under the lease or sublease have been operated and maintained in accordance material compliance with applicable laws, rules and regulations; (h) all facilities leased or subleased under the lease or sublease are supplied with utilities and other services necessary for the operation of such facilities; and (i) all facilities leased or subleased under the lease or sublease are in good operating condition, and would not, with ordinary wear and tear, require major repair or replacement during the remainder of the lease term. Except as set forth on the attached Schedule 4.8, no property insurer or similar body has made any recommendations with respect to any parcel of Leased Real Property which have not been complied with in all material respects, and all structures on the Leased Real Property meet all qualifications for "highly protected risk" classification for fire insurance purposes.

Real Property Leased. The Schedule 5.9 attached Schedule 3.9 lists hereto contains a list ------------ and briefly describes all real properties leased or subleased to Seller and used in connection with the operation of the Meridian Business brief description (the "Leased Real Property"). Except as set forth on Schedule 3.9, no property insurer or similar body has made any recommendations including with respect to each lease (i) a statement as to whether there is any parcel requirement of Leased Real Property which have not been complied with, and all structures on the Leased Real Property meet all qualifications for "highly protected risk" classification for fire insurance purposes. Except as set forth on Schedule 3.9, and except for the properties identified in Schedule 3.9, Seller has never leased or subleased any real property for use in connection with the operation consent of the Meridian Business. Seller lessor to the assignment and (ii) a statement as to whether the lessee has delivered or has not agreed to Purchaser true, correct and complete copies subordinate the leasehold estate to any liens encumbering the property) of the terms of all real estate leases to which Seller is a party (as lessee or lessor). True, complete and subleases listed on correct copies (or, in the attached Schedule 3.9case of oral leases, descriptions) of each lease have been furnished to Buyer. Except as disclosed on Schedule 3.95.9, all of the Meridian Assets are located at the Leased Real Property. Except as set forth on the attached Schedule 3.9, with respect to each such lease or sublease: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect and constitutes a ------------ legal, valid and binding obligation of the respective parties thereto. All rents and additional amounts due to date on identical terms following each such lease have been paid. In each case, except as disclosed on Schedule 5.9, the Closing; (c) neither Seller nor any other party to the lease or sublease lessee is in breach or defaultpeaceable ------------ possession under such lease, has a valid leasehold interest therein and is not in default thereunder and no event waiver, indulgence or postponement of the lessee's obligations thereunder has occurred been granted by the lessor, nor does there exist any event, condition or occurrence which, with the giving of notice or the lapse of time, could or both, would constitute such a breach default under any such lease. Except as disclosed on Schedule 5.9, Seller ------------ has not violated any of the terms or default or permit termination, modification or acceleration conditions under any such lease in any respect which violation would give rise to the right of the other party thereto to terminate such lease or sublease; xxx for damages thereunder. All buildings, structures, appurtenances or real property leased by Seller (da) no party to the lease or sublease has repudiated any of its provisions; (e) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (f) Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered all or any portion of its interest in the leasehold or subleasehold; (g) all facilities leased or subleased under the lease or sublease have been operated and maintained in accordance with applicable laws, rules and regulations; (h) all facilities leased or subleased under the lease or sublease are supplied with utilities and other services necessary for the operation of such facilities; and (i) all facilities leased or subleased under the lease or sublease are in good operating conditioncondition and repair, (b) are in such condition as to permit surrender by Seller to the lessors on the date hereof without any cost or expense to Seller for repair or restoration if such leases were terminated on the date hereof, (c) are adequate and suitable for the uses for which intended by Seller, and (d) afford adequate rights of ingress and egress for operation of its business in the ordinary course. None of such buildings, structures and appurtenances, any equipment therein nor the use, operation or maintenance thereof, violates any restrictive covenant or encroaches on any property owned by others. No condemnation proceeding is pending or, to the best of Seller's knowledge, threatened which would not, with ordinary wear and tear, require major repair preclude or replacement during impair the remainder use of any such property by Seller for the uses for which intended by it. All of the lease termforegoing conform to applicable Federal, state, territorial, local and foreign laws and regulations (including applicable environmental and occupational safety and health laws and regulations and zoning and building ordinances).

Real Property Leased. The attached Schedule 3.9 1.2(k) lists and briefly describes all real properties leased or subleased to Seller and used an Origen Entity or Bxxxxxx for use in connection with the operation of the Meridian Business (the "Leased Real Property"). Except as set forth on Schedule 3.9, no property insurer or similar body has made any recommendations with respect to any parcel of Leased Real Property which have not been complied with, and all structures on the Leased Real Property meet all qualifications for "highly protected risk" classification for fire insurance purposes. Except as set forth on Schedule 3.9, and except for the properties identified in Schedule 3.9, Seller has never leased or subleased any real property for use in connection with the operation of the Meridian Business. Seller Origen has delivered to Purchaser the Company true, correct and complete copies of the leases and subleases listed on the attached Schedule 3.9. Except as disclosed on Schedule 3.9, all of the Meridian Assets are located at the Leased Real Property1.2(k). Except as set forth on the attached Schedule 3.94.8, with respect to each such lease or sublease: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (c) neither Seller nor any no Origen Entity nor, to the Knowledge of Origen and Bxxxxxx, no other party to the lease or sublease is in breach or default, and with respect to Bxxxxxx and any Origen Entity, no event has occurred, and with respect to any other party thereto, to the Knowledge of Origen and Bxxxxxx, no event has occurred which, with notice or lapse of time, could would constitute such a breach or default or permit termination, modification or acceleration under the lease or sublease; (d) no party to the lease or sublease has repudiated any of its provisions; (e) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (f) Seller Neither Bxxxxxx nor any Origen Entity, as the case may be, has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered all or any portion of its interest in the leasehold or subleasehold; (g) all facilities leased or subleased under the lease or sublease have been operated and maintained in accordance material compliance with applicable laws, rules and regulations; (h) all facilities leased or subleased under the lease or sublease are supplied with utilities and other services necessary for the operation of such facilities; and (i) all facilities leased or subleased under the lease or sublease are in good operating condition, and would not, with ordinary wear and tear, require major repair or replacement during the remainder of the lease term. Except as set forth on the attached Schedule 4.8, no property insurer or similar body has made any recommendations with respect to any parcel of Leased Real Property which have not been complied with in all material respects, and all structures on the Leased Real Property meet all qualifications for "highly protected risk" classification for fire insurance purposes.

Real Property Leased. The Schedule 5.8 attached Schedule 3.9 lists hereto contains a list and briefly describes all real properties leased or subleased to Seller and used in connection with the operation of the Meridian Business brief description (the "Leased Real Property"). Except as set forth on Schedule 3.9, no property insurer or similar body has made any recommendations with respect to any parcel of Leased Real Property which have not been complied with, and all structures on the Leased Real Property meet all qualifications for "highly protected risk" classification for fire insurance purposes. Except as set forth on Schedule 3.9, and except for the properties identified in Schedule 3.9, Seller has never leased or subleased any real property for use in connection with the operation of the Meridian Business. Seller has delivered to Purchaser true, correct and complete copies of the leases and subleases listed on the attached Schedule 3.9. Except as disclosed on Schedule 3.9, all of the Meridian Assets are located at the Leased Real Property. Except as set forth on the attached Schedule 3.9, including with respect to each lease a statement as to whether there is any requirement of consent of the lessor to the assignment and a statement as to whether the lessee has or has not agreed to subordinate the leasehold estate to any liens encumbering the property) of the terms of all real estate leases to which A-G Tech is a party (as lessee or lessor). True, complete and correct copies (or, in the case of oral leases, descriptions) of each lease have been furnished to Xxxx. Each such lease or sublease: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect and constitutes a legal, valid and binding obligation of the respective parties thereto. All rents and additional amounts due to date on identical terms following each such lease have been paid. In each case, the Closing; (c) neither Seller nor any other party to the lease or sublease lessee is in breach or defaultpeaceable possession under such lease, has a valid leasehold interest therein and is not in default thereunder and no event waiver, indulgence or postponement of the lessee’s obligations thereunder has occurred been granted by the lessor, nor does there exist any event, condition or occurrence which, with the giving of notice or the lapse of time, could or both, would constitute such a breach default under any such lease. A-G Tech has not violated any of the terms or default or permit termination, modification or acceleration conditions under any such lease in any respect which violation would give rise to the right of the other party thereto to terminate such lease or sublease; xxx for damages thereunder. All buildings, structures, appurtenances or real property leased by A-G Tech (da) no party to the lease or sublease has repudiated any of its provisions; (e) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (f) Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered all or any portion of its interest in the leasehold or subleasehold; (g) all facilities leased or subleased under the lease or sublease have been operated and maintained in accordance with applicable laws, rules and regulations; (h) all facilities leased or subleased under the lease or sublease are supplied with utilities and other services necessary for the operation of such facilities; and (i) all facilities leased or subleased under the lease or sublease are in good operating conditioncondition and repair, (b) are in such condition as to permit surrender by A-G Tech to the lessors on the date hereof without any cost or expense to A-G Tech for repair or restoration if such leases were terminated on the date hereof, (c) are adequate and suitable for the uses for which intended by A-G Tech, and (d) afford adequate rights of ingress and egress for operation of its business in the ordinary course. None of such buildings, structures and appurtenances, any equipment therein nor the use, operation or maintenance thereof, violates any restrictive covenant or encroaches on any property owned by others. No condemnation proceeding is pending or, to the best of A-G Tech’s knowledge, threatened which would not, with ordinary wear and tear, require major repair preclude or replacement during impair the remainder use of any such property by A-G Tech for the uses for which intended by it. All of the lease termforegoing conform to applicable Federal, state, territorial, local and foreign laws and regulations (including applicable environmental and occupational safety and health laws and regulations and zoning and building ordinances).

Real Property Leased. The Schedule 5.8 attached Schedule 3.9 lists hereto contains a list ------------ and briefly describes all real properties leased or subleased to Seller and used in connection with the operation of the Meridian Business brief description (the "Leased Real Property"). Except as set forth on Schedule 3.9, no property insurer or similar body has made any recommendations with respect to any parcel of Leased Real Property which have not been complied with, and all structures on the Leased Real Property meet all qualifications for "highly protected risk" classification for fire insurance purposes. Except as set forth on Schedule 3.9, and except for the properties identified in Schedule 3.9, Seller has never leased or subleased any real property for use in connection with the operation of the Meridian Business. Seller has delivered to Purchaser true, correct and complete copies of the leases and subleases listed on the attached Schedule 3.9. Except as disclosed on Schedule 3.9, all of the Meridian Assets are located at the Leased Real Property. Except as set forth on the attached Schedule 3.9, including with respect to each lease (i) a statement as to whether there is any requirement of consent of the lessor to the assignment and (ii) a statement as to whether the lessee has or has not agreed to subordinate the leasehold estate to any liens encumbering the property) of the terms of all real estate leases to which Seller is a party (as lessee or lessor). True, complete and correct copies (or, in the case of oral leases, descriptions) of each lease have been furnished to Buyer. Except as described on Schedule 5.9, each such lease or sublease: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect and constitutes a ------------ legal, valid and binding obligation of the respective parties thereto. All rents and additional amounts due to date on identical terms following each such lease have been paid. In each case, except as described on Schedule 5.9, the Closing; (c) neither Seller nor any other party to the lease or sublease lessee is in breach or defaultpeaceable ------------ possession under such lease, has a valid leasehold interest therein and is not in default thereunder and no event waiver, indulgence or postponement of the lessee's obligations thereunder has occurred been granted by the lessor, nor does there exist any event, condition or occurrence which, with the giving of notice or the lapse of time, could or both, would constitute such a breach or default or permit terminationunder any such lease. Except as described on Schedule 5.9, modification or acceleration under the lease or sublease; (d) no party to the lease or sublease has repudiated any of its provisions; (e) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (f) Seller has not assigned, transferred, conveyed, mortgaged, deeded violated any ------------ of the terms or conditions under any such lease in trust or encumbered all or any portion respect which violation would give rise to the right of its interest in the leasehold or subleasehold; (g) all facilities leased or subleased under the other party thereto to terminate such lease or sublease have been operated and maintained in accordance with applicable lawsxxx for damages thereunder. All buildings, rules and regulations; structures, appurtenances or real property leased by Seller (ha) all facilities leased or subleased under the lease or sublease are supplied with utilities and other services necessary for the operation of such facilities; and (i) all facilities leased or subleased under the lease or sublease are in good operating conditioncondition and repair, (b) are in such condition as to permit surrender by Seller to the lessors on the date hereof without any cost or expense to Seller for repair or restoration if such leases were terminated on the date hereof, (c) are adequate and suitable for the uses for which intended by Seller, and (d) afford adequate rights of ingress and egress for operation of its business in the ordinary course. To the best of Seller's knowledge, none of such buildings, structures and appurtenances, any equipment therein nor the use, operation or maintenance thereof, violates any restrictive covenant or encroaches on any property owned by others. To the best of Seller's knowledge, no condemnation proceeding is pending or threatened which would notpreclude or impair the use of any such property by Seller for the uses for which intended by it. To the best of Seller's knowledge, with ordinary wear and tear, require major repair or replacement during the remainder all of the lease termforegoing conform to applicable Federal, state, territorial, local and foreign laws and regulations (including applicable environmental and occupational safety and health laws and regulations and zoning and building ordinances).