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

Real Property; Real Property Leases. (a) Schedule 3.9(a) contains a brief description of all real property owned by the Seller Parties or their Affiliates as of the date of this Agreement exclusively for use in the Business (the “Owned Real Property”). Except as described in Schedule 3.9(a), the Seller Parties or their subsidiaries have good and marketable fee simple title (free and clear of any Encumbrances other than Permitted Encumbrances) to the Owned Real Property (it being understood that until the consummation of the Mergers only LIN TV holds such title). (b) Schedule 3.9(b) sets forth a list of each material lease or similar contract or agreement under which any Seller Party or any of its Affiliates is a lessee of, or occupies, exclusively for use in the Business, any real property owned by any third Person (each such lease, contract or agreement, whether or not material, a “Real Property Lease,” and the property leased under the Real Property Leases is referred to herein, together with the Owned Real Property, as the “Real Property”) that is in effect as of the date of this Agreement. The applicable Seller Party or one of its subsidiaries has a valid leasehold interest in, sub leasehold interest in, or other occupancy right with respect to, the leased or occupied premises under the Real Property Leases in effect as of the date hereof. (c) Neither the whole nor any part of the Owned Real Property nor, to the Knowledge of the Seller Parties, any property leased by any Seller Party or any of its Affiliates under any Real Property Lease is subject to any pending or threatened suit for condemnation or other taking by any public authority that would reasonably be expected to impair the Buyer’s occupancy or use of the applicable Real Property in any material respect. Each Seller Party’s and its Affiliates’, as applicable, use and occupancy of the Real Property complies, in all material respects, with all regulations, codes, ordinances and statutes of all applicable Governmental Bodies.

Real Property; Real Property Leases. (a) Schedule 3.9(a) contains a brief description of all real property owned by the Seller Parties or their Affiliates Owned Real Property as of the date of this Agreement exclusively for use in the Business (the “Owned Real Property”)Agreement. Except as described in Schedule 3.9(a), the The Seller Parties or their subsidiaries have good are the sole owners of, and have, and immediately prior to the Closing will have, good, valid and marketable fee simple title (free and clear of any Encumbrances other than Permitted Encumbrances) to the all Owned Real Property (it being understood that until the consummation of the Mergers only LIN TV holds such title). (b) The Seller Parties have delivered or otherwise made available to the Buyer true, correct and complete copies of all deeds, title insurance reports and policies, exception documents, Real Property Leases and related documents and information and surveys for the Owned Real Property (collectively, the “Fee Title Documents”) in Seller Parties’ possession. To the Knowledge of the Seller Parties, no party to any reciprocal easement agreement or other Fee Title Document affecting or relating to the Owned Real Property is in material default under any of the terms and conditions of any such reciprocal easement agreement or other Fee Title Document. (c) Schedule 3.9(b3.9(c) sets forth a list of each material lease or similar contract or agreement Real Property Lease under which any Seller Party or any of its Affiliates is a lessee or sublessee of, or occupies, exclusively for use in the Businessoccupies or uses, any real property owned by any third Person (each such lease, contract or agreement, whether or not material, a “Leased Real Property Lease,” and the property leased under the (such Leased Real Property Leases is referred to herein, together with the Owned Real Property, as the “Real Property”) that is in effect as of the date of this Agreement, and identifies the applicable Real Property Lease, and the lessor, sublessor, or licensor as the case may be, thereof. Except as permitted in any Real Property Lease, to the Knowledge of the Seller Parties, none of the Seller Parties or their Affiliates, nor any other Person has granted any oral or written right to any Person other than the Seller Parties or their Affiliates to lease, sublease, license or otherwise use or occupy any of the Leased Real Property beyond the end of the applicable periods of the applicable Real Property Lease. The applicable Seller Parties have delivered or otherwise made available to the Buyer true, correct and complete copies of (i) the Real Property Leases (and all amendments and modifications thereto), and (ii) all title insurance reports and policies, underlying title exception documents, surveys, related documents and information pertaining to such Leased Real Property in the Seller Parties’ possession. (d) A Seller Party or one of its subsidiaries Affiliates has a valid good, valid, existing and enforceable leasehold interest in, sub leasehold interest in, or other occupancy right with respect to, all Leased Real Property, in each case free and clear of any Encumbrances other than Permitted Encumbrances (it being understood that until the leased or occupied premises under the Real Property Leases in effect as consummation of the date hereofMergers only LIN TV holds such interest). (ce) Neither the whole nor any part of the Owned Real Property nor, to the Knowledge of the Seller Parties, any property leased by any Seller Party or any of its Affiliates under any Leased Real Property Lease is subject to (i) any pending or or, to the Knowledge of the Seller Parties, threatened suit for condemnation or other taking by any public authority authority, or (ii) any private restrictive covenant or governmental use restriction (including zoning) that would reasonably be expected to impair prohibits or materially interferes with the Buyer’s occupancy or current use of the applicable Real Property, and none of the Seller Parties or their Affiliates has received any written notice of the intention of any Governmental Body or other Person to take or use all or any part thereof. (f) There are no outstanding options or rights of first refusal or other contractual rights to purchase all or a portion of the Owned Real Property. All buildings, structures, fixtures, building systems and equipment, and all components which are part of the Owned Real Property and, to the Knowledge of the Seller Parties, the Leased Real Property are in all material respects in good operating condition, subject to normal wear, and are in all material respects sufficient for the operation of the Business as presently conducted. No portion of any facility, building, improvement or other structure located on any of the Owned Real Property or, to the Knowledge of the Seller Parties, the Leased Real Property has suffered any material damage by fire or other casualty within the past two (2) years which has not been substantially repaired or restored. (g) Schedule 3.9(g) contains a list, as of the date hereof, of all Real Property Leases pursuant to which any Seller Party or any of its Affiliates leases, subleases, licenses, sublicenses or otherwise grants a right of use or occupancy to a third party with respect to all or any portion of any Real Property. Except for the foregoing, none of the Seller Parties and their Affiliates has assigned, pledged, leased, subleased, licensed, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered in any way any interest in the Real Property or the leasehold, subleasehold, license or sublicense created by any Real Property Lease. (h) The Real Property constitutes all interests in real property which are necessary for continued operation of the Station as currently operated. The Seller Parties own, lease or have the legal right to use in the ordinary course of business all easements, rights of entry and rights-of-way which are material respectto the Business. Each All of the towers, guy anchors, guy wires, cables, driveways, parking lots, ground systems, transmitting equipment, buildings and other buildings, fixtures, and improvements, relating to the Station’s operations are located entirely on and wholly within the lot limits and metes and bounds of the Real Property, comply in all material respects with all set-back laws and requirements, and comply in all material respects with all license and permit requirements. (i) To the Knowledge of the Seller Party’s Parties, all material improvements on the Real Property conform in all material respects to applicable Laws and its all use restrictions, and all Real Property is zoned for the various purposes for which the Real Property and any improvements thereon are presently being used. Within the past two (2) years, none of the Seller Parties and their Affiliates has received any written notice of any material violation of any material Law affecting the Real Property or the Seller Parties’ and their Affiliates’, as applicable, ’ use thereof. All material Governmental Permits required for the occupancy and occupancy operation of the Real Property compliesas presently being used have been obtained and are in full force and effect and, none of the Seller Parties and their Affiliates has received any written notice of violation in all connection with such Permits. To the Knowledge of the Seller Parties, there are no studies or reports which indicate any material respects, with all regulations, codes, ordinances and statutes defects in the design or construction of all applicable Governmental Bodiesany of the improvements located on any of the Real Property.

Real Property; Real Property Leases. (ai) Section 3.1(q)(i) of the ITG Disclosure Schedule 3.9(a) contains a brief description of all real property owned by the Seller Parties or their Affiliates as ITG and any of the date of this Agreement exclusively for use in the Business its Subsidiaries (the “Owned Real Property”). Except Each of ITG and its Subsidiaries, as described in Schedule 3.9(a)applicable, the Seller Parties or their subsidiaries have has good and marketable fee simple title (free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens) to the Owned Real Property (it being understood that until the consummation of the Mergers only LIN TV holds such title)Property. (bii) Section 3.1(q)(ii) of the ITG Disclosure Schedule 3.9(b) sets forth a list of each material lease or similar contract or agreement under which any Seller Party ITG or any of its Affiliates Subsidiaries is a lessee of, or occupies, exclusively for use in the Businessholds or operates, any real property owned by any third Person person and which provide for future annual payments of more than $240,000 and which may not be canceled upon ninety (each such lease90) or fewer days’ notice without any liability, contract penalty or agreementpremium, whether other than a nominal cancellation fee or not materialcharge (collectively, a the “Real Property Lease,Leases” and the property leased under the such Real Property Leases is referred to herein, together with the Owned Real Property, as the “Real Property”) that is in effect ). Each of ITG and its Subsidiaries, as applicable, enjoys, peaceful and undisturbed possession of the date of this Agreement. The applicable Seller Party or one of its subsidiaries has a valid leasehold interest in, sub leasehold interest in, or other occupancy right with respect to, the premises leased or occupied premises by them under the Real Property Leases in effect as of the date hereof. (c) Neither the whole nor any part of the Owned Leases. The Real Property norLeases are in full force and effect and no event has occurred which, to with the giving of notice or the passage of time or both would constitute a default of, or violation by, the tenant thereunder. To the Knowledge of ITG, no default of, or violation by, the Seller Parties, any property leased by any Seller Party or landlord has occurred under any of its Affiliates under any Real Property Lease is subject to any pending or threatened suit for condemnation representations, covenants or other taking by any public authority that would reasonably be expected to impair the Buyer’s occupancy or use of the applicable Real Property in any material respect. Each Seller Party’s and its Affiliates’, as applicable, use and occupancy terms of the Real Property complies, in all material respectsLeases nor has any event occurred which, with all regulationsthe giving of notice or the passage of time or both would constitute a default of, codesor violation by, ordinances and statutes of all applicable Governmental Bodiesthe landlord thereunder.

Real Property; Real Property Leases. (a) Schedule 3.9(aSection 3.11(a) of the Disclosure Letter contains a brief description true, correct, and complete list of all real property estate owned by the Seller Parties Company or their Affiliates as any of the date of this Agreement exclusively for use in the Business its Subsidiaries (the “Owned Real Property”). Except as described in Schedule 3.9(a)) including with respect to each parcel of Owned Real Property the street address, the Seller Parties beneficial owner and the current use of the property. With respect to each parcel of Owned Real Property: (a) the Company or their subsidiaries have one of its Subsidiaries has good and marketable indefeasible fee simple title (to such Owned Real Property and to all of the buildings, structures and other improvements thereon free and clear of any Encumbrances all Liens other than Permitted EncumbrancesLiens, and (ii) there are no outstanding agreements, options, rights of first offer or rights of first refusal on the part of any Person to the purchase such Owned Real Property (it being understood that until the consummation of the Mergers only LIN TV holds such title)Property. (b) Schedule 3.9(bSection 3.11(b) sets forth of the Disclosure Letter contains a true, correct and complete list of each material lease lease, sublease, license or similar contract or agreement under pursuant to which any Seller Party the Company or any of its Affiliates Subsidiaries is a lessee lessee, sublessee or licensee of, or occupies, exclusively for use in the Businessholds or operates, any real property owned by any third Person (each such leasethe “Leased Real Property”), contract and any amendments, extensions or agreement, whether or not materialrenewals thereto (each, a “Real Property Lease,” ”). With respect to each Real Property Lease: (a) such Real Property Lease is valid and binding on the Company and any of its Subsidiaries party thereto and, to the Company’s Knowledge, each other party thereto, and is in full force and effect, (b) there is no material breach or material default under such Real Property Lease by the Company or any of its Subsidiaries party thereto or, to the Company’s Knowledge, any other party thereto, (c) no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a material breach or material default under such Real Property Lease by the Company or any of its Subsidiaries party thereto or, to the Company’s Knowledge, any other party thereto and (d) the Company or one of its Subsidiaries that is either the tenant or licensee named under such Real Property Lease has a good and valid leasehold interest in each parcel of real property that is subject to such Real Property Lease and is in possession of the properties purported to be leased or licensed thereunder. Except as expressly provided in the Real Property Leases, there are no security deposits under the Real Property Leases is referred to herein, together with the Owned Real Property, as the “Real Property”) that is in effect as Leases. The consummation of the date transactions contemplated by this Agreement will not result in any loss or impairment of this Agreement. The applicable Seller Party any of the Company’s or one of its subsidiaries has a valid leasehold interest in, sub leasehold interest inSubsidiaries’ material rights, or other occupancy right with respect require the delivery of notice to, the leased or occupied premises consent from, any Person, under any of the Real Property Leases in effect as of the date hereofLeases. (c) Neither the whole Company nor any part of its Subsidiaries is a party to any lease that is required to be recorded as a capitalized lease under GAAP. (d) The Real Property constitutes all of the real property that the Company and the Subsidiaries (or their Affiliates) own, lease, operate or sublease in connection with the operation of the Business. All public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to the Real Property, and each parcel of the Real Property has sufficient access to and from publicly dedicated streets for the conduct of the Business. True, correct and complete copies of (i) all deeds and other instruments (as recorded) by which the Company acquired the Owned Real Property, (ii) the Real Property norLeases, and (iii) all title insurance policies, title opinions or commitments, surveys, abstracts, subordination, non-disturbance, and attornment agreements (SNDAs), and appraisals prepared, performed or entered into after April 5, 1999 that are in the Company or its Subsidiaries’ possession with respect to the Real Property have been made available. (e) (i) Since January 1, 2012 there have not been actual, threatened or imminent changes in the zoning of any parcel of the Real Property or any part thereof materially and adversely affecting the current use, occupancy or value thereof and (ii) there is no pending or, to the Knowledge of the Seller PartiesCompany, threatened condemnation, expropriation, requisition (temporary or permanent) or similar proceeding with respect to any property leased by parcel of Real Property or any Seller Party part thereof that would impair the existing use of the Real Property. Except for the Permitted Liens, none of the Company or any of its Affiliates under Subsidiaries has assigned, transferred or pledged any Real Property Lease is subject to any pending or threatened suit for condemnation or other taking by any public authority that would reasonably be expected to impair the Buyer’s occupancy or use of the applicable Real Property interest in any material respect. Each Seller Party’s and its Affiliates’, as applicable, use and occupancy of the Real Property compliesProperty. (f) All buildings, structures, facilities and improvements located on the Real Property, including buildings, structures, facilities and improvements that are under construction (collectively “Improvements”) comply in all material respectsrespects with valid and current certificates of occupancy or similar permits to the extent required by law for the use thereof, and the Improvements and the conduct of the Business on the Real Property conform in all material respects with all regulations, codes, ordinances and statutes requirements of all applicable Governmental BodiesLaw.

Real Property; Real Property Leases. (a) Schedule 3.9(a3.11(a) contains a brief description complete and correct list of all real property owned by the Seller Parties Company or their Affiliates as any of the date of this Agreement exclusively for use in the Business its Subsidiaries (collectively, together with all appurtenant rights, easements and privileges and all improvements located on such real property, the “Owned Real Property”). Except as described in Schedule 3.9(a, and for each parcel of Owned Real Property, contains the correct (i) street address (if any), (ii) legal description, and (iii) record owner of such Owned Real Property. Copies of surveys, title reports or policies which are within the Seller Parties or their subsidiaries have good Company’s possession (and marketable fee simple title (free and clear of any Encumbrances other than Permitted Encumbrances) the documents referenced therein, to the extent within the Company’s possession and requested by Buyer) with respect to each Owned Real Property (it being understood that until the consummation of the Mergers only LIN TV holds such title)previously have been made available to Buyer. (b) Schedule 3.9(b3.11(b) sets forth contains a complete and correct list of each material lease or similar contract or agreement all leases and subleases under which any Seller Party the Company or any Subsidiary is lessor or lessee or sublessor or sublessee of its Affiliates is a lessee of, or occupies, exclusively for use in the Business, any real property owned by any third Person (each such leasethe “Leased Real Property”), contract together with all amendments or agreement, whether or not material, a supplements thereto (the “Real Property Lease,” Leases”), and the property leased under Company has delivered to Buyer or Buyer’s agents accurate and complete copies of all Real Property Leases. Except as set forth on Schedule 3.11(b), the Non-Material Real Property Leases is referred to herein, together with are in full force and effect and constitute binding obligations of the Owned Real PropertyCompany or Subsidiary, as the “Real Property”case may be, and (a) that is the Company or Subsidiary, as the case may be, has not defaulted thereunder in effect as any material respect and (b) to the Knowledge of the date Company, no event has occurred that with notice or lapse of this Agreement. The applicable Seller Party or one of its subsidiaries has a valid leasehold interest in, sub leasehold interest intime, or other occupancy right with respect toboth, would constitute a material default by the Company or Subsidiary, as the case may be. Except as set forth on Schedule 3.11(b), the leased or occupied premises under the Material Real Property Leases are in full force and effect as and constitute binding obligations of the date hereofCompany or Subsidiary, as the case may be, and (a) the Company or Subsidiary, as the case may be, has not defaulted thereunder and (b) to the Knowledge of the Company, no event has occurred that with notice or lapse of time, or both, would constitute a default by the Company or Subsidiary, as the case may be. (c) Neither All buildings, fixtures and improvements on the whole nor any part Owned Real Property and the Leased Real Property are in good operating condition and repair, subject to normal wear and tear, and are adequate for the uses to which they are being put, and shall be sufficient for the continued conduct of the business of the Company and its Subsidiaries immediately after the Closing in substantially the same manner as conducted by the Company and its Subsidiaries prior to the Closing. The current use of the Owned Real Property norand the Material Real Property Leases by the Company and its Subsidiaries does not violate any applicable Law or any covenant, to restriction or easement. To the Knowledge of the Seller PartiesCompany, any property leased by any Seller Party or any of its Affiliates under any Real Property Lease is subject to any pending or threatened suit for condemnation or other taking by any public authority that would reasonably be expected to impair the Buyer’s occupancy or current use of the applicable Non-Material Real Property Leases by the Company and its Subsidiaries does not violate, in any material respect, any applicable Law or any covenant, restriction or easement. Each Seller Party’s and its Affiliates’Except as set forth on Schedule 3.11(c), as applicableno buildings, use and occupancy of fixtures or improvements on the Owned Real Property compliesand the Leased Real Property (to the extent used by the Company or any Subsidiary thereon) are in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in all material respects, with all regulations, codes, ordinances and statutes of all applicable Governmental Bodiesnature or cost to the Company or its Subsidiaries.

Real Property; Real Property Leases. (a) Schedule 3.9(a) contains a brief description of all real property owned by the Seller Parties or their Affiliates Owned Real Property as of the date of this Agreement exclusively for use in the Business (the “Owned Real Property”)Agreement. Except as described in Schedule 3.9(a), the The Seller Parties or their subsidiaries have good are the sole owners of, and have, and immediately prior to the Closing will have, good, valid and marketable fee simple title (free and clear of any Encumbrances other than Permitted Encumbrances) to all Owned Real Property. (b) The Seller Parties have delivered or otherwise made available to the Buyer true, correct and complete copies of all deeds, title insurance reports and policies, exception documents, Real Property Leases and related documents and information and surveys for the Owned Real Property (it being understood that until collectively, the consummation “Fee Title Documents”) in Seller’s possession. To the Knowledge of the Mergers only LIN TV holds Seller Parties, no party to any reciprocal easement agreement or other Fee Title Document affecting or relating to the Owned Real Property is in material default under any of the terms and conditions of any such title)reciprocal easement agreement or other Fee Title Document. (bc) Schedule 3.9(b3.9(c) sets forth a list of each material lease or similar contract or agreement Real Property Lease under which any Seller Party or any of its Affiliates is a lessee or sublessee of, or occupies, exclusively for use in the Businessoccupies or uses, any real property owned by any third Person (each such lease, contract or agreement, whether or not material, a “Leased Real Property Lease,” and the property leased under the (such Leased Real Property Leases is referred to herein, together with the Owned Real Property, as the “Real Property”) that is in effect as of the date of this Agreement, and identifies the applicable Real Property Lease, and the lessor, sublessor, or licensor as the case may be, thereof. Except as permitted in any Real Property Lease, to the Knowledge of the Seller Parties, none of the Seller Parties or their Affiliates, nor any other Person has granted any oral or written right to any Person other than the Seller Parties or their Affiliates to lease, sublease, license or otherwise use or occupy any of the Leased Real Property beyond the end of the applicable periods of the applicable Real Property Lease. The applicable Seller Parties have delivered or otherwise made available to the Buyer true, correct and complete copies of (i) the Real Property Leases (and all amendments and modifications thereto), and (ii) all title insurance reports and policies, underlying title exception documents, surveys, related documents and information pertaining to such Leased Real Property in the Seller Parties’ possession. (d) A Seller Party or one of its subsidiaries Affiliates has a valid good, valid, existing and enforceable leasehold interest in, sub leasehold interest in, or other occupancy right with respect to, the leased or occupied premises under the all Leased Real Property Leases Property, in effect as each case free and clear of the date hereofany Encumbrances other than Permitted Encumbrances. (ce) Neither the whole nor any part of the Owned Real Property nor, to the Knowledge of the Seller Parties, any property leased by any Seller Party or any of its Affiliates under any Leased Real Property Lease is subject to (i) any pending or or, to the Knowledge of the Seller Parties, threatened suit for condemnation or other taking by any public authority authority, or (ii) any private restrictive covenant or governmental use restriction (including zoning) that would reasonably be expected to impair prohibits or materially interferes with the Buyer’s occupancy or current use of the applicable Real Property, and none of the Seller Parties or their Affiliates has received any written notice of the intention of any Governmental Body or other Person to take or use all or any part thereof. (f) There are no outstanding options or rights of first refusal or other contractual rights to purchase all or a portion of the Owned Real Property. All buildings, structures, fixtures, building systems and equipment, and all components which are part of the Owned Real Property and, to the Knowledge of the Seller Parties, the Leased Real Property are in all material respects in good operating condition, subject to normal wear, and are in all material respects sufficient for the operation of the Business as presently conducted. No portion of any facility, building, improvement or other structure located on any of the Owned Real Property or, to the Knowledge of the Seller Parties, the Leased Real Property has suffered any material damage by fire or other casualty within the past two (2) years which has not been substantially repaired or restored. (g) Schedule 3.9(g) contains a list, as of the date hereof, of all Real Property Leases pursuant to which any Seller Party or any of its Affiliates leases, subleases, licenses, sublicenses or otherwise grants a right of use or occupancy to a third party with respect to all or any portion of any Real Property. Except for the foregoing, none of the Seller Parties and their Affiliates has assigned, pledged, leased, subleased, licensed, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered in any way any interest in the Real Property or the leasehold, subleasehold, license or sublicense created by any Real Property Lease. (h) The Real Property constitutes all interests in real property which are necessary for continued operation of the Station as currently operated. The Seller Parties own, lease or have the legal right to use in the ordinary course of business all easements, rights of entry and rights-of-way which are material respectto the Business. Each All of the towers, guy anchors, guy wires, cables, driveways, parking lots, ground systems, transmitting equipment, buildings and other buildings, fixtures, and improvements, relating to the Station’s operations are located entirely on and wholly within the lot limits and metes and bounds of the Real Property, comply in all material respects with all set-back laws and requirements, and comply in all material respects with all license and permit requirements. (i) To the Knowledge of the Seller Party’s Parties, all material improvements on the Real Property conform in all material respects to applicable Laws and its all use restrictions, and all Real Property is zoned for the various purposes for which the Real Property and any improvements thereon are presently being used. Within the past two (2) years, none of the Seller Parties and their Affiliates has received any written notice of any material violation of any material Law affecting the Real Property or the Seller Parties’ and their Affiliates’, as applicable, ’ use thereof. All material Governmental Permits required for the occupancy and occupancy operation of the Real Property compliesas presently being used have been obtained and are in full force and effect and, none of the Seller Parties and their Affiliates has received any written notice of violation in all connection with such Permits. To the Knowledge of the Seller Parties, there are no studies or reports which indicate any material respects, with all regulations, codes, ordinances and statutes defects in the design or construction of all applicable Governmental Bodiesany of the improvements located on any of the Real Property.