Common use of Owned Premises Clause in Contracts

Owned Premises. Schedule 2.23 sets forth descriptions of all -------------- ------------- real estate owned by the Companies, and all buildings and other structures located on such real estate. Said real estate is hereinafter referred to as the "Property" or the "Properties". Each of the Companies has good and marketable title in fee simple to all Properties and holds sufficient rights in and to all easements or other rights necessary for perpetual access thereto, and owns outright all buildings and other structures, improvements and fixtures thereon, in each case free and clear of all Claims or other interests or rights of third parties, except those which do not and will not have an adverse effect on the Properties. There are no encroachments from any of the Properties onto adjoining real property, and there are no encroachments from any adjoining real property onto any of the Properties, except those which do not and will not have an adverse effect on the Properties. Each structure located on the Properties is structurally sound, adequately maintained and is in good condition and repair consistent with the uses to which it is presently being put. All structures, improvements and fixtures on the Properties and the current uses of the Properties conform to any and all federal, state and local laws, reclamation laws, zoning, land use, subdivision, wetlands, building, health and safety and other ordinances, laws, rules and regulations, except for those the nonconformance with which do not or would not have an adverse effect on the Properties. No notice from any governmental body or other person has been served upon, or received by, any of the Companies or any of the Sellers claiming any violation of any such ordinance, law, rule or regulation, or requiring any substantial work, repairs, reclamation, construction, alterations or installation on or in connection with such Properties which has not been complied with or that any right of access or other right enjoyed by any of the Companies is being modified or terminated. There are no violations of any covenant, restriction or other agreement or understanding, oral or written, affecting or relating to title or use of the Properties and no such covenant, restriction, agreement or understanding could cause a forfeiture or reversion of title or abridge the use thereof. There are no pending or threatened condemnation or similar proceedings or assessments affecting any of the Properties, lawsuits by adjoining landowners or others, nor to the best of the Sellers' knowledge, is any such lawsuit contemplated by any person, nor is any condemnation or assessment contemplated by any governmental authority. None of the Properties has been designated with any state or local authority for use solely as "agricultural land", "open space", "conservation land" or similar designation. There are no violations of any material covenant, restriction or other agreement or understanding, oral or written, affecting or relating to title or use of the Properties and no such covenant, restriction, agreement or understanding could reasonably be expected to cause a forfeiture or reversion of title. There are no pending or threatened condemnation or similar proceedings or assessments affecting any of the Properties, nor to the best of the Sellers' knowledge, is any such condemnation or assessment contemplated by any governmental authority.

Owned Premises. Schedule 2.23 sets forth descriptions of 3.19 lists and describes all real -------------- ------------- real estate owned by the Companies, Company and all buildings and other structures located on such real estate. Said real estate is hereinafter referred to as (the "Property" or the "Owned Real Properties"). Each of the Companies The Company has good and marketable title in fee simple to all Owned Real Properties and holds sufficient rights in and to all easements or other rights necessary for perpetual access thereto, and owns outright all buildings and other structures, improvements and fixtures thereon, in each case free and clear of all Claims or other interests or rights of third parties, except those which do not and will not have an adverse effect a Material Adverse Effect on the PropertiesOwned Real Properties as used in the business of Company. There are no encroachments from any of the Owned Real Properties onto adjoining real property, property and there are no encroachments from any adjoining real property onto any of the Owned Real Properties, except those which do not and will not have an adverse effect a Material Adverse Effect on the PropertiesOwned Real Properties as used in the business of Company. Each structure located on the Owned Real Properties is structurally sound, sound and adequately maintained and is in good condition and repair consistent with the uses to which it is presently being put. All structures, improvements and fixtures on the Owned Real Properties and the current uses of the Owned Real Properties conform to any and all federal, state and local laws, reclamation laws, zoning, land use, subdivision, wetlands, building, health and safety and other ordinances, laws, rules and regulations, except for those the nonconformance with which do not or would not have an adverse effect a Material Adverse Effect on the PropertiesOwned Real Properties as used in the business of Company. No notice from any governmental body or other person has been served upon, or received by, any of the Companies or any of the Sellers Company claiming any violation of any such ordinance, law, rule or regulation, or requiring any substantial work, repairs, reclamation, construction, alterations or installation on or in connection with such Owned Real Properties which has not been complied with or that any right of access or other right enjoyed by any of the Companies Company is being modified or terminated. There are no violations of any covenant, restriction or other agreement or understanding, oral or written, affecting or relating to title or use of the Owned Real Properties and no such covenant, restriction, agreement or understanding could cause a forfeiture or reversion of title or abridge the use thereof. There are no pending or threatened condemnation or similar proceedings or assessments affecting any of the Owned Real Properties, lawsuits by adjoining landowners or others, nor nor, to the best knowledge of the Sellers' knowledgeCompany, is any such lawsuit contemplated by any person, nor is any condemnation or assessment contemplated by any governmental authorityGovernmental Authority. None of the Owned Real Properties has been designated with any state or local authority as for use solely as "agricultural land", "open space", "conservation land" or similar designation. There are no violations of any material covenant, restriction or other agreement or understanding, oral or written, affecting or relating to title or use of the Owned Real Properties and no such covenant, restriction, agreement or understanding could reasonably be expected to cause a forfeiture or reversion of title. There are no pending or threatened condemnation or similar proceedings or assessments affecting any of the Properties, nor to the best of the Sellers' knowledge, is any such condemnation or assessment contemplated by any governmental authority.