Common use of Real Estate Leases Clause in Contracts

Real Estate Leases. The Company Disclosure Statement sets forth a list of (a) all leases and subleases under which the Company or the Subsidiaries is lessor or lessee of any real property together with all amendments, supplements, nondisturbance agreements and other agreements pertaining thereto; (b) all options held by the Company or the Subsidiaries or contractual obligations on the part of the Company or the Subsidiaries to purchase or acquire any interest in real property; and (c) all options granted by the Company or the Subsidiaries or contractual obligations on the part of the Company or the Subsidiaries to sell or dispose of any interest in real property. Except as set forth in the Company Disclosure Statement, as to such leases, subleases and other agreements referred to above, (i) there exists no breach or default, and no event has occurred which with notice or passage of time would constitute such a breach or default or permit termination, notification or acceleration, on the part of the Company or any Subsidiary, or on the part of any other party thereto, and (ii) as of the Effective Time, no material third party consent, approval or authorization shall be required for the consummation of the Merger. To the Company's knowledge, there are no Liens on any of the leasehold interests set forth on the Company Disclosure Statement hereof except for (i) Liens reflected in the balance sheet included in the Company's Form 10-K for the period ended December 31, 1996, (ii) Liens of record consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property which do not materially detract from the value of, or materially impair the use of, such property by the Company or the Subsidiaries in the operation of their respective businesses, (iii) Liens for current Taxes (as defined in Section 3.22(a)), assessments or governmental charges or levies on property not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP (which contested levies are described on the Company Disclosure Statement), and (iv) Liens imposed by law, such as materialman's, mechanic's, carrier's, workers' and repairmen's Liens securing obligations not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP or securing obligations not being paid in the ordinary course of business in accordance with customary and commercially reasonable practice. (collectively, "Permitted Liens").

Real Estate Leases. The Company Disclosure Statement sets forth has a list valid and subsisting ------------------ leasehold interest in each of (a) all leases the Sites pursuant to a written Lease, and subleases the Company has not encumbered any such leasehold interest. No condition exists under any such Lease which, with notice, lapse of time or both, would constitute a default thereunder by any party thereto. The Company has not granted or been granted any material waiver or forbearance with respect to any such Lease. The execution, delivery and performance of this Agreement and the transactions contemplated hereby will not result in the termination of, or give the landlord the right to terminate, any such Lease. There are no leases, subleases, licenses, occupancy agreements, options, rights, concessions or other agreements or arrangements, whether written or oral, pursuant to which the Company has granted to any person the right to purchase, lease, use, possess or occupy any of the Subsidiaries Sites or any portion thereof, or any interest in any of the Sites. The Company is lessor or lessee of any real property together in compliance with all amendmentslaws and regulations applicable to, supplementsand has all Permits necessary for, nondisturbance agreements the use, occupancy, operation or maintenance of each of the Sites. No brokerage or leasing commissions are or may be due and other agreements pertaining thereto; (b) all options held payable by the Company with respect to any such Lease or any renewal or extension thereof. The landlord under each such Lease is the Subsidiaries or contractual obligations on the part owner in fee of the Company land and improvements of which the demised premises constitute a part and there are no intervening leasehold interests between such landlord's fee interest and the Company's leasehold interest, except for the lease with respect to 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxx, in which case Xxxxxx owns an intervening leasehold interest. If the Company's leasehold interest under any such Lease is subordinate to a mortgage, deed of trust or other encumbrance encumbering the Subsidiaries to purchase or acquire any landlord's interest in real property; the land and (c) all options granted by improvements of which the demised premises constitute a part, the Company and the holder of such mortgage, deed of trust or other encumbrance have entered into a non-disturbance agreement, a true and correct copy of which has been delivered to the Subsidiaries or contractual obligations on Company. The representations and warranties set forth in this subsection 4.01(u) supplement the part of the Company or the Subsidiaries to sell or dispose of any interest in real property. Except as representations and warranties set forth in the Company Disclosure Statement, as preceding subsections of this Section 4.01 applicable to such leases, subleases and other agreements referred to above, (i) there exists no breach or default, and no event has occurred which with notice or passage of time would constitute such a breach or default or permit termination, notification or acceleration, on the part of the Company or any Subsidiary, or on the part of any other party thereto, and (ii) as of the Effective Time, no material third party consent, approval or authorization shall be required for the consummation of the Merger. To the Company's knowledge, there are no Liens on any of the leasehold interests set forth on the Company Disclosure Statement hereof except for (i) Liens reflected in the balance sheet included in the Company's Form 10-K for the period ended December 31, 1996, (ii) Liens of record consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property which do not materially detract from the value of, or materially impair the use of, such property by the Company or the Subsidiaries in the operation of their respective businesses, (iii) Liens for current Taxes (as defined in Section 3.22(a)), assessments or governmental charges or levies on property not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP (which contested levies are described on the Company Disclosure Statement), and (iv) Liens imposed by law, such as materialman's, mechanic's, carrier's, workers' and repairmen's Liens securing obligations not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP or securing obligations not being paid in the ordinary course of business in accordance with customary and commercially reasonable practice. (collectively, "Permitted Liens")Leases.

Real Estate Leases. The Company Disclosure Statement Letter sets forth a list of (a) all material leases and subleases under which existing as of the Company or the Subsidiaries is lessor or lessee of any real property date hereof (together with all amendments, supplements, nondisturbance agreements and other agreements pertaining thereto; (b) all options held by under which the Company or any Subsidiary is lessor or lessee of any real property located in the Subsidiaries or contractual obligations on United States (the part "U.S. Leases"). As to the U.S. Leases and the material leases and subleases existing as of the date hereof under which the Company or the Subsidiaries to purchase any Subsidiary is lessor or acquire any interest in real property; and (c) all options granted by the Company or the Subsidiaries or contractual obligations on the part of the Company or the Subsidiaries to sell or dispose lessee of any interest in real property. Except as set forth property that is not located in the United States (the "Non-U.S. Leases" and, together with the U.S. Leases, the "Company Disclosure StatementLeases"), except as to such leaseswould not, subleases and other agreements referred to aboveindividually or in the aggregate, have a Material Adverse Effect, (ia) there exists no breach or default, and no event has occurred which with notice or passage of time (or both) would constitute such a breach or default or permit termination, notification or acceleration, on the part of the Company or any Subsidiary, or on the part of any other party thereto, and (iib) as of the Effective Time, no material third party consentconsents, approval or authorization authorizations shall be required for the consummation of the Merger. To the Company's knowledge, there are is no Liens lien, claim, option, charge, security interest, limitation, encumbrance or restriction of any kind (any of the foregoing being a "Lien") on any of the leasehold interests set forth on covered by the Company Disclosure Statement hereof Leases except for (ia) Liens reflected in the balance sheet included in the Company's Form Company 10-K for the period ended December 31, 1996or any Company 10-Q, (iib) Liens of record consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property which do not materially detract from the value of, or a materially impair the use of, such property by the Company or the and its Subsidiaries in the operation of their respective businesses, (iiic) Liens for current Taxes (as defined in Section 3.22(a))taxes, assessments or governmental charges or levies on property not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP (which contested levies are described on in the Company Disclosure StatementLetter), and (ivd) Liens imposed by law, such as materialman's, mechanic's, carrier's, workers' and repairmen's Liens securing obligations not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP or securing obligations not being paid in the ordinary course of business in accordance with customary and commercially reasonable practice. , and (e) Liens that do not materially adversely affect the use or enjoyment of the assets or properties of the Company or its Subsidiaries (collectively, "Permitted Liens").

Real Estate Leases. The Company Disclosure Statement Schedule 3.23 hereto sets forth a list of (a) all leases and subleases under which the Company or the and its Subsidiaries is lessor or lessee of any real property together with all amendments, supplements, nondisturbance agreements and other agreements pertaining thereto; , (b) all options held by the Company or the and its Subsidiaries or contractual obligations on the part of the Company or the and its Subsidiaries to purchase or acquire any interest in real property; property and (c) all options granted by the Company or the and its Subsidiaries or contractual obligations on the part of the Company or the and its Subsidiaries to sell or dispose of any interest in real property. Except as set forth in the Company Disclosure Statement, as to such leases, subleases and other agreements referred to above, (i) there exists no breach or default, and no event has occurred which with notice or passage of time would constitute such a breach or default or permit termination, notification or acceleration, on the part of the Company or any Subsidiary, or on the part of any other party thereto, and (ii) as of the Effective Time, no material third party consent, approval or authorization shall be required for the consummation of the Merger. To the Company's knowledge, there are no Liens is not any lien, claim, option, charge, security interest, limitation, encumbrance or restriction of any kind (any of the foregoing being a "Lien") on any of the leasehold interests set forth on the Company Disclosure Statement hereof Schedule 3.23 hereto except for (ia) Liens reflected in the balance sheet included in the Company's Form 10-K for the period ended December 31, 1996SEC Documents, (iib) Liens of record consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property which do not materially detract from the value of, or a materially impair the use of, such property by the Company or the and its Subsidiaries in the operation of their respective businesses, (iiic) Liens for current Taxes (as defined in Section 3.22(a))taxes, assessments or governmental charges or levies on property not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP United States generally acceptable accounting principles (which contested levies are described on the Company Disclosure StatementSchedule 3.23), and (ivd) Liens imposed by law, such as materialman's, mechanic's, carrier's, workers' and repairmen's Liens securing obligations not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP United States generally acceptable accounting principles or securing obligations not being paid in the ordinary course of business in accordance with customary and commercially reasonable practice. practice (collectively, "Permitted Liens").

Real Estate Leases. The Company Disclosure Statement Letter sets forth a list of (a) all material leases and subleases under which existing as of the Company or the Subsidiaries is lessor or lessee of any real property date hereof (together with all amendments, supplements, nondisturbance agreements and other agreements pertaining thereto; (b) all options held by under which the Company or any Subsidiary is lessor or lessee of any real property located in the Subsidiaries or contractual obligations on United States (the part “U.S. Leases”). As to the U.S. Leases and the material leases and subleases existing as of the date hereof under which the Company or the Subsidiaries to purchase any Subsidiary is lessor or acquire any interest in real property; and (c) all options granted by the Company or the Subsidiaries or contractual obligations on the part of the Company or the Subsidiaries to sell or dispose lessee of any interest in real property. Except as set forth property that is not located in the United States (the “Non-U.S. Leases” and, together with the U.S. Leases, the “Company Disclosure StatementLeases”), except as to such leaseswould not, subleases and other agreements referred to aboveindividually or in the aggregate, have a Material Adverse Effect, (ia) there exists no breach or default, and no event has occurred which with notice or passage of time (or both) would constitute such a breach or default or permit termination, notification or acceleration, on the part of the Company or any Subsidiary, or on the part of any other party thereto, and (iib) as of the Effective Time, no material third party consentconsents, approval or authorization authorizations shall be required for the consummation of the Merger. To the Company's ’s knowledge, there are is no Liens lien, claim, option, charge, security interest, limitation, encumbrance or restriction of any kind (any of the foregoing being a “Lien”) on any of the leasehold interests set forth on covered by the Company Disclosure Statement hereof Leases except for (ia) Liens reflected in the balance sheet included in the Company's Form Company 10-K for the period ended December 31, 1996or any Company 10-Q, (iib) Liens of record consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property which do not materially detract from the value of, or a materially impair the use of, such property by the Company or the and its Subsidiaries in the operation of their respective businesses, (iiic) Liens for current Taxes (as defined in Section 3.22(a))taxes, assessments or governmental charges or levies on property not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP (which contested levies are described on in the Company Disclosure StatementLetter), and (ivd) Liens imposed by law, such as materialman's’s, mechanic's’s, carrier's’s, workers' ’ and repairmen's ’s Liens securing obligations not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP or securing obligations not being paid in the ordinary course of business in accordance with customary and commercially reasonable practice. , and (e) Liens that do not materially adversely affect the use or enjoyment of the assets or properties of the Company or its Subsidiaries (collectively, "“Permitted Liens"”).

Real Estate Leases. The Company Disclosure Statement sets forth a list of (a) all leases and subleases under which the Company or the Subsidiaries is lessor or lessee of any real property together with all amendments, supplements, nondisturbance agreements and other agreements pertaining thereto; (b) all options held by the Company or the Subsidiaries or contractual obligations on the part of the Company or the Subsidiaries Subsid- iaries to purchase or acquire any interest in real property; and (c) all options granted by the Company or the Subsidiaries or contractual obligations on the part of the Company or the Subsidiaries Subsid- iaries to sell or dispose of any interest in real property. Except as set forth in the Company Disclosure Statement, as to such leases, subleases and other agreements referred to above, (i) there exists no breach or default, and no event has occurred which with notice or passage of time would constitute such a breach or default or permit termination, notification or acceleration, on the part of the Company or any Subsidiary, or on the part of any other party thereto, and (ii) as of the Effective Time, no material third party consent, approval or authorization shall be required for the consummation of the Merger. To the Company's knowledge, there are no Liens on any of the leasehold interests set forth on the Company Disclosure Statement hereof except for (i) Liens reflected in the balance sheet included in the Company's 1996 Form 10-K for the period ended December 31, 1996K, (ii) Liens of record consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property which do not materially detract from the value of, or materially impair the use of, such property by the Company or the Subsidiaries in the operation of their respective businesses, (iii) Liens for current Taxes (as defined in Section 3.22(a)), assessments or governmental charges or levies on property not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP (which contested levies are described on the Company Disclosure Statement), and (iv) Liens imposed by law, such as materialman's, mechanic's, carrier's, workers' and repairmen's Liens securing obligations not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP or securing obligations not being paid in the ordinary course of business in accordance with customary and commercially reasonable practice. (collectively, "Permitted Liens").