Common use of Real Property Leases; Options Clause in Contracts

Real Property Leases; Options. Schedule 4.11 sets forth a list of (i) all leases and subleases under which the Company is lessor or lessee or sublessor or sublessee of any real property, together with all amendments, supplements, nondisturbance agreements, brokerage and commission agreements and other agreements pertaining thereto (the “Real Property Leases”); (ii) all material options held by the Company or contractual obligations on the part of the Company to purchase or to acquire any interest in real property; and (iii) all options granted by the Company or contractual obligations on the part of the Company to sell or to dispose of any material interest in real property. Copies of all Real Property Leases and such options and contractual obligations have been delivered or otherwise made available to Buyer. The Company has not assigned any Real Property Leases or any such options or obligations. To the Best of the Company’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to any Real Property Lease. The Company has not received or given any notice of default under any of the Real Property Leases which has not been cured. All facilities leased under the Real Property Leases are supplied with utilities and other services necessary for the operation of said facilities in the manner currently operated by the Company. There are no Liens on the interest of the Company in the Real Property Leases, subject only to (i) Liens for Taxes and assessments not yet due and payable, (ii) Liens that would not, individually or in the aggregate, have a Material Adverse Effect, (iii) those matters set forth on Schedule 4.11, (iv) statutory Liens for current taxes, assessments or governmental charges or levies on property not yet delinquent, (v) Liens otherwise arising in the ordinary course of business consistent with past practice, (vi) Liens to secure obligations shown on the Company’s Financial Statements, (vii) Liens disclosed by the Real Property Leases and the other documents delivered to Buyer pursuant to this Agreement, and (viii) Liens which arise by operation of law (collectively, “Permitted Liens”). The Real Property Leases and options and contractual obligations listed on Schedule 4.11 are in full force and effect and constitute binding obligations of the Company and, to the Best of the Company’s Knowledge (x) there are no defaults thereunder, and (y) no event has occurred that with notice, lapse of time or both would constitute a default by the Company or, to the Best of the Company’s Knowledge, by any other party thereto, which default or event would have a Material Adverse Effect.

Real Property Leases; Options. Schedule 4.11 3.10 sets forth a list of (i) all leases and subleases under which the Company is lessor or lessee or sublessor or sublessee of any real property, together with all amendments, supplements, nondisturbance agreements, brokerage and commission agreements and other agreements pertaining thereto (the “Real Property Leases”); (ii) all material options held by the Company or contractual obligations on the part of the Company to purchase or to acquire any interest in real property; and (iii) all options granted by the Company or contractual obligations on the part of the Company to sell or to dispose of any material interest in real property. Copies of all Real Property Leases and such options and contractual obligations have been delivered or otherwise made available to Buyer. The Company has not assigned any Real Property Leases or any such options or obligations. To the Best of the Company’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to any Real Property Lease. The Company has not received or given any notice of default under any of the Real Property Leases which has not been cured. All facilities leased under the Real Property Leases are supplied with utilities and other services necessary for the operation of said facilities in the manner currently operated by the Company. There are no Liens on the interest of the Company in the Real Property Leases, subject only to (i) Liens for Taxes and assessments not yet due and payable, (ii) Liens that would not, individually or in the aggregate, have a Material Adverse Effect, (iii) those matters set forth on Schedule 4.113.10, (iv) statutory Liens for current taxes, assessments or governmental charges or levies on property not yet delinquent, (v) Liens otherwise arising in the ordinary course of business consistent with past practice, (vi) Liens to secure obligations shown on the Company’s Financial Statements, (vii) Liens disclosed by the Real Property Leases and the other documents delivered to Buyer pursuant to this Agreement, and (viii) Liens which arise by operation of law (collectively, “Permitted Liens”). The Real Property Leases and options and contractual obligations listed on Schedule 4.11 3.10 are in full force and effect and constitute binding obligations of the Company and, to the Best of the Company’s Knowledge (x) there are no defaults thereunder, and (y) no event has occurred that with notice, lapse of time or both would constitute a default by the Company or, to the Best of the Company’s Knowledge, by any other party thereto, which default or event would have a Material Adverse Effect.

Real Property Leases; Options. Except with respect to the Excluded Assets, set forth on Schedule 4.11 sets forth 3.20 is a list of (i) all leases and subleases under which the Target Company or any Related Entity is lessor or lessee or sublessor or sublessee of any real property, together with all amendments, supplements, nondisturbance agreements, brokerage and commission agreements and other agreements pertaining thereto (the “"Real Property Leases”"); (ii) all material options held by the Target Company or any Related Entity or contractual obligations on the part of the Target Company or any Related Entity to purchase or to acquire any interest in real property; and (iii) all options granted by the Target Company or any Related Entity or contractual obligations on the part of the Target Company or any Related Entity to sell or to dispose of any material interest in real property. Copies of all Real Property Leases and such options and contractual obligations have been delivered or otherwise made available to Buyerthe Acquiror and MergerSub. The Neither the Target Company nor any Related Entity has not assigned any Real Property Leases or any such options or obligations. To the Best of the Company’s Knowledge, there are no disputes, oral agreements or forbearance programs in effect as to any Real Property Lease. The Company has not received or given any notice of default under any of the Real Property Leases which has not been cured. All facilities leased under the Real Property Leases are supplied with utilities and other services necessary for the operation of said facilities in the manner currently operated by the Company. There are no Liens on the Target Company's or any Related Entity's interest of the Company in the Real Property Leases, subject only to (i) Liens for Taxes and assessments not yet due and payable, (ii) Liens that would not, individually or in the aggregate, have a Material Adverse Effect, (iii) those matters set forth on Schedule 4.11, (iv) statutory Liens for current taxes, assessments or governmental charges or levies on property not yet delinquent, (v) Liens otherwise arising in the ordinary course of business consistent with past practice, (vi) Liens to secure obligations shown on the Company’s Financial Statements, (vii) Liens disclosed by the Real Property Leases and the other documents delivered to Buyer pursuant to this Agreement, and (viii) Liens which arise by operation of law (collectively, “than Permitted Liens”). The Real Property Leases and options and contractual obligations listed on Schedule 4.11 3.20 are in full force and effect and constitute binding obligations of the Target Company or a Related Entity, as the case may be, and, to the Best knowledge of the Company’s Knowledge Target Company and the Principal Stockholders, the other parties thereto and (x) there are no defaults thereunderthereunder by the Target Company or any Related Entity, or, to the knowledge of the Target Company and the Principal Stockholders, any other party thereto and (y) no event has occurred that which with notice, lapse of time or both would constitute a default thereunder by the Target Company or any Related Entity or, to the Best knowledge of the Principal Stockholders and the Target Company’s Knowledge, by any other party thereto, which default or event would have a Material Adverse Effect.

Real Property Leases; Options. Schedule 4.11 2.10 sets forth a list (summarizing the parties, lessor addresses, monthly rentals, square footages, the terms and any extensions and the function of any such property) and copies of (i) all leases and subleases under which the Company is lessor or lessee (whether by assignment or otherwise) or sublessor or sublessee of any real property, together with all amendments, supplements, nondisturbance agreements, brokerage and commission agreements and other agreements pertaining thereto (the “Real Property Leases”); , (ii) all material options held by the Company or contractual obligations on the part of the Company to purchase or to acquire any interest in real property; , and (iii) all options granted by the Company or contractual obligations on the part of the Company to sell or to dispose of any material interest in real property. Copies of all Real Property Leases and such options and other real estate contractual obligations have been delivered or otherwise made available to Buyer. The Company has not assigned any Real Property Leases or any such options or obligations. To the Best of the Company’s Knowledge, there There are no disputes, oral agreements or forbearance programs in effect as to any Real Property Lease. The Company has not received or given any notice of default ; all facilities leased under any of the Real Property Leases which has not been cured. All (including alterations constructed by the Company) have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof; and all facilities leased under the Real Property Leases are supplied with utilities and other services necessary for the operation of said facilities in the manner currently operated by the Companyfacilities. There are no Liens on the interest of the Company in the Real Property Leases, subject only to (i) Liens for Taxes and assessments not yet due and payable, payable and (ii) Liens that would not, individually or in the aggregate, have a Material Adverse Effect, (iii) those matters set forth on Schedule 4.11, (iv) statutory Liens for current taxes, assessments or governmental charges or levies on property not yet delinquent, (v) Liens otherwise arising in the ordinary course of business consistent with past practice, (vi) Liens to secure obligations shown on the Company’s Financial Statements, (vii) Liens disclosed by the Real Property Leases and the other documents delivered to Buyer pursuant to this Agreement, and (viii) Liens which arise by operation of law (collectively, “Permitted Liens”)2.10. The Real Property Leases and options and contractual obligations listed on Schedule 4.11 2.10 are in full force and effect and constitute binding obligations of the Company andand the other parties thereto, to the Best of the Company’s Knowledge and (x) there are no defaults thereunder, thereunder and (y) no event has occurred that with notice, lapse of time or both would constitute a default by the Company or, to the Best best knowledge of the Company’s KnowledgeCompany and the Members, by any other party thereto, which default or event would have a Material Adverse Effect.