Common use of Real Property; Leases of Real Property Clause in Contracts

Real Property; Leases of Real Property. As of the Closing, the Company or one of its Subsidiaries will have good, valid and marketable fee simple title to each piece of real property set forth on SCHEDULE 5.9 hereto as owned by the Company or one of its Subsidiaries (the "Owned Real Properties"). Except for Sign Location Leases, SCHEDULE 5.9 hereto contains a complete and correct list in all material respects of all leases, subleases, license agreements or other rights of possession or occupancy of real property to which the Company or a Subsidiary is a party (as tenant, occupier or possessor) pursuant to which the current net annual rent payable by the Company currently exceeds $25,000 (each such lease or agreement, a "Material Lease" and collectively the "Material Leases"). All of the Material Leases are in full force and effect. Complete and correct copies of each Material Lease have been furnished or made available to Acquiror. Except as disclosed on SCHEDULE 5.9 hereto, no consent is required of any landlord or other third party to any Material Lease to consummate the transactions contemplated hereby, and upon consummation of the transactions contemplated hereby, each Material Lease will continue to entitle the Company or its Subsidiaries to the use and possession of the real property specified in such Material Leases and for the purposes for which such real property is now being used by the Company or its Subsidiaries. Except as set forth in such Schedule, neither the Company nor any of its Subsidiaries is in default (or with notice or lapse of time or both will be in default) or has received written notice of default within the past 18 months (other than such notices of immaterial defaults which are no longer outstanding) under any such Material Lease, and to the best of Seller's knowledge, on the date hereof, there exists no uncured default or any event which could give rise to a default thereunder by any third party, which in either case would be reasonably likely to result in a Material Adverse Effect. Except as disclosed on SCHEDULE 5.9, none of Seller, the Company or any of its Subsidiaries is aware of any circumstance involving a dispute, oral modification, misunderstanding, forbearance program or intention to terminate the relationship thereunder (either at present or in the future) regarding or in relation to any Material Lease or Sign Location Lease. Each Material Lease and Sign Location Lease has been entered into on terms substantially consistent with industry standards and practices with respect to all matters the subject thereof. The properties leased by the Company or one of its Subsidiaries pursuant to a Material Lease and the Owned Real Properties are collectively referred to herein as the "Real Properties". Neither the Company nor any of its Subsidiaries has received any written notice or communication advising it of any general or special assessment relating to any of the Real Properties. To the knowledge of Seller, except as disclosed in SCHEDULE 5.9, there are no (i) plans by any governmental authority which may result in the imposition of any special assessment relating to any of the Real Properties; (ii) condemnation or eminent domain proceedings pending or threatened against any of the Real Properties by any governmental authority; (iii) variances, special exceptions, conditions or agreements pertaining to any of the Real Properties imposed on or granted by or entered into by the Company or any of its Subsidiaries, which are enforceable by any national, state, county or municipal government, agent or body, any neighborhood or civic group, or any similar body; (iv) written notices from any national, city, county, or other governmental authority which have been received by the Company or any of its Subsidiaries requiring or calling attention to the need for any work, repair, construction, alteration or installation on, or in connection with, any of the Real Properties; (v) any material structural defects in any of the buildings constituting part of the Real Properties nor any material defects in any system supporting such a building.

Real Property; Leases of Real Property. As (a) Schedule 4.08 sets forth all of the Closing, the Company or one of its Subsidiaries will have good, valid and marketable fee simple title to each piece of real property set forth on SCHEDULE 5.9 hereto as owned by the each ------------- Company or one and any of its their respective Subsidiaries (the "Owned Real PropertiesProperty"). Except Immediately prior to the Closing, the Owned Real Property shall be free and clear of all Encumbrances except (A) Encumbrances set forth on Schedule 4.08, ------------- (B) Encumbrances for Sign Location Leasestaxes, SCHEDULE 5.9 special assessments or governmental charges or levies if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith by appropriate proceedings, (C) Encumbrances to secure Indebtedness as disclosed on Schedule -------- 4.11, (D) mechanic's, materialmen's and other similar Liens that have arisen in ---- the ordinary course of business in respect of obligations which are not delinquent or material in amount, and (D) Encumbrances and other matters affecting title which do not in the aggregate materially and adversely affect the Seller's use or disposition of the Owned Real Properties in the Business as it is presently being conducted. Schedule 4.08 hereto contains a complete and ------------- correct list in all material respects of all leases, subleases, license agreements or other rights of possession or occupancy of real property to which the either Company or a Subsidiary any of their respective Subsidiaries is a party (as tenant, occupier or possessor) pursuant to which the current net annual rent payable by the Company (or any of their respective Subsidiaries) currently exceeds $25,000 50,000 (each such lease or agreement, a "Material Lease" and -------------- collectively the "Material Leases"). All Except as set forth on Schedule 4.08, all --------------- ------------- of the Material Leases are legal, valid and binding upon Sellers and, assuming that such Material Leases are legal, valid and binding upon the respective lessor thereunder, are in full force and effect. Complete and correct copies The current net annual rent payable by the Company (or any of each their respective Subsidiaries) in respect to all leases that are not included as Material Lease have been furnished or made available to AcquirorLeases does not exceed $50,000 in the aggregate. Except as disclosed on SCHEDULE 5.9 heretoin Schedule 4.08, no consent is required of any landlord or other third party to any Material Lease to consummate the transactions contemplated hereby, and upon consummation of the transactions contemplated hereby, each Material Lease will continue to entitle the Company or its Subsidiaries to the use and possession of the real property specified in such Material Leases and for the purposes for which such additional real property is now being used by the Company or its Subsidiaries. Except as set forth in such Schedule, neither the Company nor any of its Subsidiaries is in default (or with notice or lapse of time or both will be in default) or has received written notice of default within the past 18 months (other than such notices of immaterial defaults which are no longer outstanding) under any such Material Lease, and reasonably necessary to the best of Seller's knowledge, carry on the date hereof, there exists no uncured default or any event which could give rise to a default thereunder by any third party, which in either case would be reasonably likely to result in a Material Adverse Effect. Except as disclosed on SCHEDULE 5.9, none of Seller, the Company or any of its Subsidiaries is aware of any circumstance involving a dispute, oral modification, misunderstanding, forbearance program or intention to terminate the relationship thereunder (either at present or in the future) regarding or in relation to any Material Lease or Sign Location Lease. Each Material Lease and Sign Location Lease has been entered into on terms substantially consistent with industry standards and practices with respect to all matters the subject thereof. The properties leased by the Company or one of its Subsidiaries pursuant to a Material Lease and the Owned Real Properties are collectively referred to herein as the "Real Properties". Neither the Company nor any of its Subsidiaries has received any written notice or communication advising it of any general or special assessment relating to any business of the Real Properties. To the knowledge of Seller, except Companies and their Subsidiaries as disclosed in SCHEDULE 5.9, there are no (i) plans by any governmental authority which may result in the imposition of any special assessment relating to any of the Real Properties; (ii) condemnation or eminent domain proceedings pending or threatened against any of the Real Properties by any governmental authority; (iii) variances, special exceptions, conditions or agreements pertaining to any of the Real Properties imposed on or granted by or entered into by the Company or any of its Subsidiaries, which are enforceable by any national, state, county or municipal government, agent or body, any neighborhood or civic group, or any similar body; (iv) written notices from any national, city, county, or other governmental authority which have been received by the Company or any of its Subsidiaries requiring or calling attention to the need for any work, repair, construction, alteration or installation on, or in connection with, any of the Real Properties; (v) any material structural defects in any of the buildings constituting part of the Real Properties nor any material defects in any system supporting such a buildingcurrently conducted.

Real Property; Leases of Real Property. As (a) Schedule 4.08 sets forth all of the Closing, the Company or one of its Subsidiaries will have good, valid and marketable fee simple title to each piece of real property set forth on SCHEDULE 5.9 hereto as owned by the each ------------- Company or one and any of its their respective Subsidiaries (the "Owned Real PropertiesProperty"). Except Immediately prior to the Closing, the Owned Real Property shall be free and clear of all Encumbrances except (A) Encumbrances set forth on Schedule 4.08, ------------- (B) Encumbrances for Sign Location Leasestaxes, SCHEDULE 5.9 special assessments or governmental charges or levies if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith by appropriate proceedings, (C) Encumbrances to secure Indebtedness as disclosed on Schedule -------- 4.11, (D) mechanic's, materialmen's and other similar Liens that have arisen in ---- the ordinary course of business in respect of obligations which are not delinquent or material in amount, and (D) Encumbrances and other matters affecting title which do not in the aggregate materially and adversely affect the Seller's use or disposition of the Owned Real Properties in the Business as it is presently being conducted. Schedule 4.08 hereto contains a complete and ------------- correct list in all material respects of all leases, subleases, license agreements or other rights of possession or occupancy of real property to which the either Company or a Subsidiary any of their respective <PAGE> Subsidiaries is a party (as tenant, occupier or possessor) pursuant to which the current net annual rent payable by the Company (or any of their respective Subsidiaries) currently exceeds $25,000 50,000 (each such lease or agreement, a "Material Lease" and -------------- collectively the "Material Leases"). All Except as set forth on Schedule 4.08, all --------------- ------------- of the Material Leases are legal, valid and binding upon Sellers and, assuming that such Material Leases are legal, valid and binding upon the respective lessor thereunder, are in full force and effect. Complete and correct copies The current net annual rent payable by the Company (or any of each their respective Subsidiaries) in respect to all leases that are not included as Material Lease have been furnished or made available to AcquirorLeases does not exceed $50,000 in the aggregate. Except as disclosed on SCHEDULE 5.9 heretoin Schedule 4.08, no consent is required of any landlord or other third party to any Material Lease to consummate the transactions contemplated hereby, and upon consummation of the transactions contemplated hereby, each Material Lease will continue to entitle the Company or its Subsidiaries to the use and possession of the real property specified in such Material Leases and for the purposes for which such additional real property is now being used by the Company or its Subsidiaries. Except as set forth in such Schedule, neither the Company nor any of its Subsidiaries is in default (or with notice or lapse of time or both will be in default) or has received written notice of default within the past 18 months (other than such notices of immaterial defaults which are no longer outstanding) under any such Material Lease, and reasonably necessary to the best of Seller's knowledge, carry on the date hereof, there exists no uncured default or any event which could give rise to a default thereunder by any third party, which in either case would be reasonably likely to result in a Material Adverse Effectbusiness of the Companies and their Subsidiaries as currently conducted. (b) Except as disclosed on SCHEDULE 5.9Schedule 4.08, none of Seller, the Company or Sellers have received no ------------- written notice from any of its Subsidiaries is aware of any circumstance involving a dispute, oral modification, misunderstanding, forbearance program or intention to terminate the relationship thereunder (either at present or in the future) regarding or in relation to any Material Lease or Sign Location Lease. Each Material Lease and Sign Location Lease has been entered into on terms substantially consistent with industry standards and practices with respect to all matters the subject thereof. The properties leased by the Company or one of its Subsidiaries pursuant to a Material Lease and Governmental Authority that the Owned Real Properties are collectively referred to herein as Property, or the "Real Properties"use thereof, contravenes or violates any building, zoning, administrative, occupational safety and health or other applicable law in any material respect. (c) Neither the Company nor any of its Subsidiaries has received notice of any, default (or any written condition or event which, after notice or communication advising it lapse of time or both, would constitute a default) under any general Material Leases. Neither Company nor any of its Subsidiaries owes any brokerage commissions with respect to any such leased space. (d) Except as disclosed on Schedule 4.08, no tenant or special assessment relating to other party ------------- is in possession of any of the Owned Real PropertiesProperty, or has any right to purchase, or holds any right of first refusal to purchase, such properties. (e) To the knowledge Knowledge of Seller, except as disclosed in SCHEDULE 5.9Sellers, there are no (i) plans by any governmental authority which may result in the imposition of any special assessment relating to any of the Real Properties; (ii) condemnation or eminent domain appropriation proceedings pending or threatened against any Owned Real Property. To the Knowledge of Sellers, the Real Properties by any governmental authority; Companies and their Subsidiaries hold all material planning, zoning, fire and health and safety certificates, permissions or consents necessary to operate the business in the manner currently conducted. (iiif) variances, special exceptions, conditions or agreements pertaining to any of The Sellers have made available in the Real Properties imposed on or granted by or entered into by the Company or any of its Subsidiaries, which are enforceable by any national, state, county or municipal government, agent or body, any neighborhood or civic group, or any similar body; (iv) written notices from any national, city, county, or other governmental authority which have been received by the Company or any of its Subsidiaries requiring or calling attention data room prior to the need for execution of this Agreement true and complete copies of (i) all deeds, mortgages, deeds of trust, certificates of occupancy, title insurance policies, title reports, surveys and similar documents, and all amendments thereof, with respect to the Owned Real Property, and (ii) all Material Leases (including any workamendments and renewal letters) and, repairto the extent reasonably available, construction, alteration or installation on, or in connection with, any of the Real Properties; (v) any material structural defects in any of the buildings constituting part of the Real Properties nor any material defects in any system supporting such a buildingall other related documents. Section 4.09.

Real Property; Leases of Real Property. As of the Closing, Neither the Company or one nor any of its Subsidiaries will have good, valid and marketable fee simple title to each piece of owns any real property set forth on SCHEDULE 5.9 hereto as owned by the Company or one of its Subsidiaries (the "Owned Real Properties")property. Except for Sign Location Leases, SCHEDULE 5.9 Schedule 3(j) hereto contains a complete and correct list in all material respects of all leases, subleases, license agreements or other rights of possession or occupancy of real property to which the Company or a any Subsidiary is a party (as tenant, occupier or possessor) pursuant to which the current net annual rent payable by the Company currently exceeds $25,000 (each such lease or agreement, a "Material Lease" and collectively and, collectively, the "Material Leases"). All of the Material Leases are in full force and effect. Complete and correct copies of each Material Lease have been furnished or made available to AcquirorPurchaser. Except as set forth in Schedule 3(j) hereto, neither the Company nor any of its Subsidiaries is in default beyond any applicable notice or grace period or has received written notice of default still outstanding on the date hereof under any such Material Lease, and to the Company's knowledge, on the date hereof, there exists no uncured default thereunder by any third party, other than, in either case, those which in the aggregate have no reasonable likelihood of having a Material Adverse Effect. Except as disclosed on SCHEDULE 5.9 Schedule 3(j) hereto, no consent is required of any landlord or other third party to any Material Lease to consummate the transactions contemplated hereby, and upon consummation of the transactions contemplated hereby, each Material Lease will continue to entitle the Company or its Subsidiaries Subsidiary, as the case may be, to the use and possession of the real property specified in such Material Leases Lease and for the purposes for which such real property is now being used by the Company or its Subsidiaries. Except as set forth in such ScheduleSubsidiary, neither the Company nor any of its Subsidiaries is in default (or with notice or lapse of time or both will be in default) or has received written notice of default within the past 18 months (other than such notices of immaterial defaults which are no longer outstanding) under any such Material Lease, and to the best of Seller's knowledge, on the date hereof, there exists no uncured default or any event which could give rise to a default thereunder by any third party, which in either case would be reasonably likely to result in a Material Adverse Effect. Except as disclosed on SCHEDULE 5.9, none of Seller, the Company or any of its Subsidiaries is aware of any circumstance involving a dispute, oral modification, misunderstanding, forbearance program or intention to terminate the relationship thereunder (either at present or in the future) regarding or in relation to any Material Lease or Sign Location Lease. Each Material Lease and Sign Location Lease has been entered into on terms substantially consistent with industry standards and practices with respect to all matters the subject thereof. The properties leased by the Company or one of its Subsidiaries pursuant to a Material Lease and the Owned Real Properties are collectively referred to herein as the "Real Properties". Neither the Company nor any of its Subsidiaries has received any written notice or communication advising it of any general or special assessment relating to any of the Real Properties. To the knowledge of Seller, except as disclosed in SCHEDULE 5.9, there are no (i) plans by any governmental authority which may result in the imposition of any special assessment relating to any of the Real Properties; (ii) condemnation or eminent domain proceedings pending or threatened against any of the Real Properties by any governmental authority; (iii) variances, special exceptions, conditions or agreements pertaining to any of the Real Properties imposed on or granted by or entered into by the Company or any of its Subsidiaries, which are enforceable by any national, state, county or municipal government, agent or body, any neighborhood or civic group, or any similar body; (iv) written notices from any national, city, county, or other governmental authority which have been received by the Company or any of its Subsidiaries requiring or calling attention to the need for any work, repair, construction, alteration or installation on, or in connection with, any of the Real Properties; (v) any material structural defects in any of the buildings constituting part of the Real Properties nor any material defects in any system supporting such a buildingrespectively.