Common use of Real Property Owned or Leased Clause in Contracts

Real Property Owned or Leased. (i) Schedule 4.13 lists and describes briefly all real property that Company owns. Except as set forth on Schedule 4.13, with respect to each such parcel of owned real property: (A) the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land and do not encroach on any easement which may burden the land, the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type of restricted area for which any permits or licenses necessary to the use thereof have not been obtained; (B) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property; (C) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (D) there are no parties (other than the Company) in possession of the parcel of real property, other than tenants under any leases disclosed in Schedule 4.13 who are in possession of space to which they are entitled; (E) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate to run the business of the Company as conducted and are provided via public roads or via permanent, irrevocable appurtenant easements benefiting the parcel of real property; and (F) each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the parcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (ii) Schedule 4.13 lists and describes briefly all real property leased or subleased to the Company. The Seller has delivered to the Buyer correct and complete copies of the leases and subleases listed in Schedule 4.13 (as amended to date). Except as set forth on Schedule 4.13, with respect to each lease and sublease listed in Schedule 4.13: (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 immediately following the consummation of the transactions contemplated hereby; (C) the Company is not in breach of the lease or sublease and, to the Knowledge of the Company, the lessor or sublessor is not in breach or default thereof, nor have any events occurred which, with notice or lapse of time, would constitute a breach or default or be likely to result in termination, modification, or acceleration thereunder; (D) the Company has not repudiated the lease, sublease or any provision thereof and the Company has no Knowledge that a party to the lease or sublease has repudiated any provision thereof; (E) there are no forbearance programs in effect as to the lease or sublease; (F) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (G) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; (H) the current rent payable under the Lease vested in Poly-Flex UK and listed in Schedule 4.13 is [Pound]88,000 per annum payable from 8th November 1994 until the next review of rent under that Lease on 8th November 1999, which review is ongoing as of the date of this Agreement.

Real Property Owned or Leased. (ia) Schedule 4.13 lists 4.13(a) contains a true, correct and describes briefly complete list, as of ---------------- the date hereof, by location of all of the real property owned by Company or any of its Subsidiaries (the "Owned Property"), including the name of the owner -------------- thereof. All Owned Property is located in the United States and, except as set forth on Schedule 4.13(a), is owned by the Company or one of its wholly owned ---------------- Subsidiaries free and clear of all Encumbrances except Permitted Encumbrances. There are no rights of first refusal or other options to purchase any parcel of Owned Property or any portion or interest therein. (b) Schedule 4.13(b) contains a true, correct and complete list, as of ---------------- the date hereof, by location of all of the real property leased by the Company or any Subsidiary subject to one or more leases (the "Leased Property"), --------------- including the names of the lessor and the lessee. The Company or such Subsidiary is the owner and holder of all the leasehold estates purported to be granted by such leases. (c) The Leased Property and the Owned Property constitute all real property that used or occupied by the Company ownsor any Subsidiary of the Company in connection with the Business. Except as set forth on Schedule 4.13, with respect to each such parcel of owned real property: 4.13(c): (Ai) the legal description for the parcel contained in the deed no portion thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land and do not encroach on any easement which may burden the land, the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or ---------------- subject to any similar type of restricted area for which pending condemnation Proceeding or Proceeding by any permits or licenses necessary Governmental Entity and, to the use thereof have not been obtained; Best Knowledge of the Company, there is no threatened condemnation or Proceeding with respect thereto; (Bii) the physical condition of each of the Owned Property and the Leased Property is sufficient to permit the continued conduct of the Business as presently conducted and as proposed by the Company to be conducted, subject to the provision of usual and customary maintenance and repair performed in the ordinary course; (iii) there are no leases, subleases, licenses, concessions, or other agreementsContracts, written or oral, to which the Company or any Affiliate thereof is a party, granting to any party or parties the right of use or occupancy of any portion of the parcel parcels of real property; the Leased Property or the Owned Property; (C) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (Div) there are no parties (other than the CompanyCompany or their lessees disclosed pursuant to clause (iii) above) in possession of either the parcel Leased Property or the Owned Property and (v) no notice of real property, other than tenants under any leases disclosed increase in Schedule 4.13 who are in possession the assessed valuation of space to which they are entitled; (E) all facilities located on either the parcel Leased Property or the Owned Property and no notice of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate to run the business of any contemplated special assessment has been received by the Company as conducted and are provided via public roads or via permanent, irrevocable appurtenant easements benefiting the parcel of real property; and (F) each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the parcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (ii) Schedule 4.13 lists and describes briefly all real property leased or subleased to the Company. The Seller has delivered to the Buyer correct and complete copies of the leases and subleases listed in Schedule 4.13 (as amended to date). Except as set forth on Schedule 4.13, with respect to each lease and sublease listed in Schedule 4.13: (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 immediately following the consummation of the transactions contemplated hereby; (C) the Company is not in breach of the lease or sublease and, to the Best Knowledge of the Company, there is no threatened increase in assessed valuation or threatened special assessment pertaining to any of the lessor or sublessor is not in breach or default thereof, nor have any events occurred which, with notice or lapse of time, would constitute a breach or default or be likely to result in termination, modification, or acceleration thereunder; (D) the Company has not repudiated the lease, sublease Leased Property or any provision thereof and the Company has no Knowledge that a party to the lease or sublease has repudiated any provision thereof; (E) there are no forbearance programs in effect as to the lease or sublease; (F) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (G) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; (H) the current rent payable under the Lease vested in Poly-Flex UK and listed in Schedule 4.13 is [Pound]88,000 per annum payable from 8th November 1994 until the next review of rent under that Lease on 8th November 1999, which review is ongoing as of the date of this AgreementOwned Property.

Real Property Owned or Leased. (a) SCHEDULE 5.27(a) contains a list of all of the Facilities, except for the Massachusetts Facility, and the name of the Seller which owns, leases, subleases or otherwise occupies each such Facility is set forth opposite the name of such Facility. The Facilities are all owned, leased, subleased or otherwise occupied by the Sellers in the conduct of the Business. The description of each such Facility subject to one or more leases (the "Leased Property") includes the names of the lessor and the lessee and the basic terms thereof. The real property listed on SCHEDULE 5.27(a) constitutes all real property used or occupied by the Sellers in connection with the Business. (b) Except for the facts revealed in Schedule B of the Title Commitment dated ________, 1999 (the "Title Commitment") issued by First American Title Insurance Company to the Purchaser which is identified on SCHEDULE 5.27(b): (i) Schedule 4.13 lists no portion of the Canadian Manufacturing Facility is subject to any pending condemnation Proceeding or Proceeding by any public or quasi-public authority and, to the Best Knowledge of the Sellers, there is no threatened condemnation or Proceeding with respect thereto; (ii) the physical condition of the Canadian Manufacturing Facility is sufficient to permit the continued conduct of the Business as presently conducted thereon and describes briefly all real property that Company owns. Except as set forth on Schedule 4.13presently proposed to be conducted, subject to the provision of usual and customary maintenance and repair performed in the ordinary course with respect to each such parcel similar properties of owned real property: (A) the legal description for the parcel contained in the deed thereof describes such parcel fully like age and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land and do not encroach on any easement which may burden the land, the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type of restricted area for which any permits or licenses necessary to the use thereof have not been obtainedconstruction; (Biii) Galenica has good, valid and marketable title to the Canadian Manufacturing Facility free and clear of all Encumbrances; (iv) Leisegang and the Foreign Subsidiaries are tenants under the leasehold estates purported to be granted by leases to the Florida, Canadian Office and the Berlin Facilities, as applicable; (v) there are no leases, subleases, licenses, concessions, or other agreementsContracts, written or oral, to which the Sellers or any of their respective Affiliates is a party, granting to any party or parties the right of use or occupancy of any portion of any of the parcel of real propertyFacilities; (C) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (Dvi) there are no parties (other than the CompanySellers) in possession of the parcel of real property, other than tenants under any leases disclosed in Schedule 4.13 who are in possession of space to which they are entitled; (E) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate to run the business of the Company as conducted and are provided via public roads or via permanent, irrevocable appurtenant easements benefiting the parcel of real propertyFacilities; and (Fvii) each parcel no notice of real property abuts on any increase in the assessed valuation of the Canadian Manufacturing Facility and no notice of any contemplated special assessment thereof has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the parcel of real propertybeen received by any Seller, and access to the property is provided by paved public right-of-way with adequate curb cuts available. (ii) Schedule 4.13 lists and describes briefly all real property leased or subleased to the Company. The Seller has delivered to the Buyer correct and complete copies of the leases and subleases listed in Schedule 4.13 (as amended to date). Except as set forth on Schedule 4.13, with respect to each lease and sublease listed in Schedule 4.13: (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 immediately following the consummation of the transactions contemplated hereby; (C) the Company is not in breach of the lease or sublease and, to the Best Knowledge of the CompanySellers, the lessor there is no threatened increase in assessed valuation or sublessor is not in breach or default thereof, nor have any events occurred which, with notice or lapse of time, would constitute a breach or default or be likely threatened special assessment pertaining to result in termination, modification, or acceleration thereunder; (D) the Company has not repudiated the lease, sublease or any provision thereof and the Company has no Knowledge that a party to the lease or sublease has repudiated any provision thereof; (E) there are no forbearance programs in effect as to the lease or sublease; (F) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (G) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; (H) the current rent payable under the Lease vested in Poly-Flex UK and listed in Schedule 4.13 is [Pound]88,000 per annum payable from 8th November 1994 until the next review of rent under that Lease on 8th November 1999, which review is ongoing as of the date of this Agreementsuch Facility.

Real Property Owned or Leased. (i) Schedule 4.13 lists 4.6 contains a list and describes briefly brief description of all real estate (collectively, the "Real Property") used in the operation of each of the Satellite Properties. For each parcel of Real Property listed, Schedule 4.6 indicates whether such Real Property is owned by a Subsidiary or leased by a Subsidiary as tenant or landlord, the purpose to which such property that Company ownsis being employed and, in the case of any such property which is leased, a description of the parties to each lease, the termination date or notice requirement with respect to termination, annual rental and renewal or purchase options and any provisions limiting the assignability thereof. Except To Loewen's best knowledgx (x) xxe structures, improvements and fixtures at or upon the Real Property including, but not limited to, roofs and structural elements thereof and the electrical, plumbing, heating, ventilation, air conditioning and similar units and systems, have to date been maintained by the respective Subsidiary in a manner it considers to be reasonable for the conduct of the business and are in reasonable operating condition to allow the business to continue to be conducted as set forth heretofore conducted, subject to the provision of usual and customary maintenance and repair performed in the ordinary course of business consistent with past practice; and (ii) there is no material water diffusion or other intrusion into any buildings, structures, or other improvements included in the Real Property which would require a material expenditure for repairs in the next twelve (12) months. The improvements on Schedule 4.13such Real Property conform with all applicable federal, state and local laws and regulations and the properties are zoned for the various purposes for which such Real Property is currently being used (other than permissible prior non-conforming uses), or variances from such zoning ordinances have been granted. (ii) As of the Closing, with respect to each Real Property leased, (a) all such parcel leases are in full force and effect and constitute valid and binding obligations of owned real property:the respective parties thereto, (b) there has not been and there currently is not any default thereunder by any party, (c) no event has occurred which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default thereunder entitling the landlord to terminate any such lease and (iv) the continuation, validity and effectiveness of all such leases under the current rentals and other current material terms thereof will in no way be affected by transfer of the Subsidiary Stock to Holdings under this Agreement. Loewen has made availaxxx xx Holdings true and complete copies of all leases referred to in said Schedule 4.6. (Aiii) All water, sewer, gas, steam, electric, telephone, access and drainage facilities and all other utilities required by law and by the legal description normal operation of the Satellite Properties are installed to the boundaries of such Real Property, are connected to such Real Property where appropriate with valid permits, and are adequate to service the Real Property for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines operation of the described parcels business currently conducted thereon and to permit full compliance with all applicable law. (iv) There is no pending or, to LGII's or any Subsidiary's knowledge after due inquiry, threatened condemnation, expropriation, eminent domain or similar proceeding affecting all or any part of land any Real Property, and do not encroach on neither Loewen nor any easement which may burden the land, the land does not serve Subsidixxx xxs received any adjoining property for written or oral notice of any purpose inconsistent with the use of the land, same. (v) Except for the Permitted Encumbrances and the property is not located within any flood plain or subject to any similar type of restricted area for which any permits or licenses necessary to the use thereof have not been obtained; (B) leases identified on Schedule 4.6, there are no leases, subleases, licenses, concessions, contracts or other agreements, written agreements to which Loewen or oral, any Subsidiaxx xx a party granting to any party or parties Person the right of use or occupancy of any portion of the parcel of real property; (C) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (D) there are no parties (other than the Company) in possession of the parcel of real property, other than tenants under any leases disclosed in Schedule 4.13 who are in possession of space to which they are entitled; (E) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate to run the business of the Company as conducted and are provided via public roads or via permanent, irrevocable appurtenant easements benefiting the parcel of real property; and (F) each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the parcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts availableReal Property. (ii) Schedule 4.13 lists and describes briefly all real property leased or subleased to the Company. The Seller has delivered to the Buyer correct and complete copies of the leases and subleases listed in Schedule 4.13 (as amended to date). Except as set forth on Schedule 4.13, with respect to each lease and sublease listed in Schedule 4.13: (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 immediately following the consummation of the transactions contemplated hereby; (C) the Company is not in breach of the lease or sublease and, to the Knowledge of the Company, the lessor or sublessor is not in breach or default thereof, nor have any events occurred which, with notice or lapse of time, would constitute a breach or default or be likely to result in termination, modification, or acceleration thereunder; (D) the Company has not repudiated the lease, sublease or any provision thereof and the Company has no Knowledge that a party to the lease or sublease has repudiated any provision thereof; (E) there are no forbearance programs in effect as to the lease or sublease; (F) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (G) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; (H) the current rent payable under the Lease vested in Poly-Flex UK and listed in Schedule 4.13 is [Pound]88,000 per annum payable from 8th November 1994 until the next review of rent under that Lease on 8th November 1999, which review is ongoing as of the date of this Agreement.