Common use of Real Estate Matters Clause in Contracts

Real Estate Matters. (a) With respect to the applicable Seller’s leased real property located at 0000 Xxxxxxxxx Xxxx Xxxxx xx Xxxxxxxxxxxx, Xxxxxxx (the “Indianapolis Leased Real Property”) and the applicable Seller’s leased real property located at ParkRidge Six of ParkRidge Corporate Center, Littleton, Colorado (the “Littleton Leased Real Property” and together with the Indianapolis Leased Real Property, the “Leased Real Property”), the Sellers have made available to Purchaser true and correct copies of the lease agreement and any amendments thereto (collectively, the “Real Property Leases”) on or before the date of the Original Asset Purchase Agreement. Each of the Real Property Leases is in full force and effect and is a valid and binding agreement of the applicable Seller and, to the Knowledge of the Sellers, the other party thereto. The applicable Seller has a good and valid leasehold interest in each Leased Real Property, free and clear of all Liens except for Permitted Liens. The applicable Seller is not in material default under the applicable Real Property Lease and no event has occurred and is continuing which, with or without notice or lapse of time, would constitute a material default or event of default by such Seller under the applicable Real Property Lease or, to the Sellers’ Knowledge, by any other party thereto. Neither Seller has received any written notice from any Governmental Entity or any landlord under the Real Property Leases (a) alleging a violation of any Law with respect to the Leased Real Property that has not been corrected or (b) of any pending or threatened condemnation proceedings with respect to the Leased Real Property. There are no material pending or, to the Knowledge of the Sellers, threatened Actions against either Seller relating to the Leased Real Property. The Sellers have made available to Purchaser any surveys, site plans, certificates of occupancy, plans and specifications, engineering or environmental reports, zoning approvals, title commitments and policies and subordination, non-disturbance, and attornment agreements relating to the Leased Real Property that the Sellers have in their possession.

Real Estate Matters. (a) With respect to the applicable Seller’s leased real property located at 0000 Xxxxxxxxx Xxxx Xxxxx xx Xxxxxxxxxxxx, Xxxxxxx (the “Indianapolis Leased Real Property”) and the applicable Seller’s leased real property located at ParkRidge Six of ParkRidge Corporate Center, Littleton, Colorado (the “Littleton Leased Real Property” and together with the Indianapolis Leased Real Property, the “Leased Real Property”), the Sellers have made available to Purchaser true and correct copies of the lease agreement and any amendments thereto (collectively, the “Real Property Leases”) on or before the date of the Original Asset Purchase Agreementhereof. Each of the Real Property Leases is in full force and effect and is a valid and binding agreement of the applicable Seller and, to the Knowledge of the Sellers, the other party thereto. The applicable Seller has a good and valid leasehold interest in each Leased Real Property, free and clear of all Liens except for Permitted Liens. The applicable Seller is not in material default under the applicable Real Property Lease and no event has occurred and is continuing which, with or without notice or lapse of time, would constitute a material default or event of default by such Seller under the applicable Real Property Lease or, to the Sellers’ Knowledge, by any other party thereto. Neither Seller has received any written notice from any Governmental Entity or any landlord under the Real Property Leases (a) alleging a violation of any Law with respect to the Leased Real Property that has not been corrected or (b) of any pending or threatened condemnation proceedings with respect to the Leased Real Property. There are no material pending or, to the Knowledge of the Sellers, threatened Actions against either Seller relating to the Leased Real Property. The Sellers have made available to Purchaser any surveys, site plans, certificates of occupancy, plans and specifications, engineering or environmental reports, zoning approvals, title commitments and policies and subordination, non-disturbance, and attornment agreements relating to the Leased Real Property that the Sellers have in their possession.

Real Estate Matters. (a) With Not later than twenty (20) Business Days prior to the Closing Date, Purchaser shall use reasonable efforts to deliver to Seller, with respect to each parcel of Owned Real Property and each parcel of Leased Real Property for which there is a memorandum of lease of record, a title commitment (including all documents, instruments or agreements evidencing or creating the applicable Seller’s leased real property located at 0000 Xxxxxxxxx Xxxx Xxxxx xx Xxxxxxxxxxxxexceptions to, Xxxxxxx or Encumbrances on, title referenced in such commitment) (the “Indianapolis Leased Real PropertyCommitments”) issued by the Title Insurer. Purchaser shall not have the right to object to any matters on such commitments if the Commitments reflect that Seller has good and indefeasible title or leasehold interest in and to the applicable Seller’s leased real property located at ParkRidge Six of ParkRidge Corporate Center, Littleton, Colorado (the “Littleton Leased Real Property” and together with the Indianapolis Leased Real Property, subject only to Permitted Encumbrances. If any Commitment pursuant to Section 2.7(b) below identifies any Lien Defect or any other matter that is not a Permitted Encumbrance, Purchaser shall have the “right to notify Seller of Purchaser’s objection to such Lien Defect or other matter and Seller shall make a good faith effort to cure such Lien Defect or other matter to Purchaser’s reasonable satisfaction (or otherwise cause the Title Insurer to insure over or delete such Lien Defect or other matter in the Title Policy) on, or prior to, the Closing Date. If Seller (A) does not cure any Lien Defect or other matter to Purchaser’s reasonable satisfaction (or otherwise cause the Title Insurer to insure over or delete such Lien Defect or other matter in the Title Policy) prior to the Closing, and Purchaser does not elect to waive any Lien Defect or other matter, or (B) is unable to deliver insurable fee simple (in the case of each of the Owned Real Properties) or leasehold (in the case of each Leased Real Property”)Property for which there is a memorandum of lease of record) title subject only to Permitted Encumbrances, the Sellers have made available to then in either such events, Purchaser true and correct copies of the lease agreement and any amendments thereto (collectively, the “may exclude such Owned Real Property Leasesor Leased Real Property (each Branch associated with such Real Property, an “Excluded Branch”) on or before by giving Seller written notice. The costs of obtaining the Commitments shall be borne equally by Seller and Purchaser. (b) (i) Within thirty (30) calendar days after the date of the Original Asset Purchase this Agreement. Each , Purchaser may, at its sole cost and expense, undertake such physical inspections and examinations of the Owned Real Property Leases is in full force and effect and is a valid and binding agreement the facilities subject to the Branch Leases, including such inspections of the applicable buildings thereon, as Purchaser reasonably deems necessary or appropriate, which shall be conducted upon advance notice to and coordination with Seller andand in all instances in a manner and at times so as to not disrupt Seller’s business operations of the Branches. The cost of any such inspections and examinations shall solely be the responsibility of Purchaser. Notwithstanding the foregoing, Purchaser shall not conduct any invasive testing or Phase II Environmental Site Assessment on any Owned Real Property or facilities subject to the Knowledge Branch Leases, without the prior written consent of Seller (which consent will not unreasonably be withheld, conditioned or delayed) and coordinating the scope of such work with Seller or Seller’s consultants, as applicable. If reasonably necessary for proper conduct and completion of on-site sampling for a Phase II Environmental Site Assessment, this time period shall be subject to reasonable extensions, not to exceed fifteen (15) calendar days following the expiration of the Sellersinitial thirty (30) calendar day period. (ii) If Purchaser shall discover a Material Defect as a result of Purchaser’s inspections and examinations undertaken in accordance with Section 2.7(b), the other party thereto. The applicable Purchaser shall give Seller has a good and valid leasehold interest written notice as soon as possible (but in each Leased Real Property, free and clear of all Liens except for Permitted Liens. The applicable Seller is not in material default under the applicable Real Property Lease and no event has occurred and is continuing which, with or without notice or lapse of time, would constitute a material default or event of default by such Seller under later than the applicable Real Property Lease or, to the Sellers’ Knowledge, by any other party thereto. Neither Seller has received any written notice from any Governmental Entity or any landlord under the Real Property Leases (a) alleging a violation of any Law with respect to the Leased Real Property that has not been corrected or (b) of any pending or threatened condemnation proceedings with respect to the Leased Real Property. There are no material pending or, to the Knowledge expiration of the Sellersthirty (30) calendar day period, threatened Actions against either Seller relating to or the Leased Real Property. The Sellers have made available to Purchaser any surveys, site plans, certificates of occupancy, plans and specifications, engineering or environmental reports, zoning approvals, title commitments and policies and subordination, non-disturbance, and attornment agreements relating to the Leased Real Property that the Sellers have in their possession.additional fifteen (15)

Real Estate Matters. A. As to (ai) With respect to the applicable Seller’s leased real property located at 0000 Xxxxxxxxx Xxxx Xxxxx xx Xxxxxxxxxxxxeach Real Property Asset listed on Schedule 4.12B annexed hereto (each, Xxxxxxx (the “Indianapolis Leased Real an "Existing Mortgaged Property”) ", and the applicable Seller’s leased real property located at ParkRidge Six of ParkRidge Corporate Center, Littleton, Colorado (the “Littleton Leased Real Property” and together with the Indianapolis Leased Real Property, the “Leased Real Property”), the Sellers have made available to Purchaser true and correct copies of the lease agreement and any amendments thereto (collectively, the “"Existing Mortgage Properties") any amendment to the existing Mortgage encumbering such Existing Mortgaged Property (an "Existing Mortgage") or a new Mortgage to the extent no Existing Mortgage encumbers such property, and in either case related documentation to the extent deemed necessary by the Agents, and (ii) in the event, from and after the Restatement Date, that (x) Company, any Borrower or any Subsidiary Guarantor acquires any fee or Ground Leasehold Interest in a Real Property Leases”Asset (or freehold title, in the case of a Real Property Asset located in the UK) on the acquisition cost of which (including purchase-money Indebtedness or before assumed Indebtedness) or insurable value of which exceeds $50,000,000 or (y) at the date time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee or Ground Leasehold Interest in a Real Property Asset (or freehold title, in the case of a Real Property Asset located in the UK) with an assessed or insurable value in excess of $50,000,000 excluding any such Real Property Asset the encumbrancing of which requires the consent of (in the case of clause (y) above) a then-existing senior lienholder, where Company and its Subsidiaries are unable to obtain such senior lienholder's consent (any Real Property Asset described in clause (i) and any such non-excluded Real Property Asset described in the clause (ii) above being an "Additional Mortgaged Property"), Company or such Subsidiary Guarantor shall deliver to Collateral Agent, within 60 days of the Original Asset Purchase Agreement. Each Restatement Date in the case of the Real Property Leases is in full force and effect and is a valid and binding agreement of the applicable Seller and, any amendment to the Knowledge of the Sellers, the other party thereto. The applicable Seller has a good and valid leasehold interest in each Leased Real Property, free and clear of all Liens except for Permitted Liens. The applicable Seller is not in material default under the applicable Real Property Lease and no event has occurred and is continuing which, with or without notice or lapse of time, would constitute a material default or event of default by such Seller under the applicable Real Property Lease or, to the Sellers’ Knowledge, by any other party thereto. Neither Seller has received any written notice from any Governmental Entity Existing Mortgages (or any landlord under the Real Property Leases (a) alleging a violation of any Law new Mortgage with respect to an Existing Mortgaged Property) (subject to extensions as approved by Collateral Agent) and as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the Leased Real Property that has not been corrected or (b) of any pending or threatened condemnation proceedings with respect to case may be, the Leased Real Property. There are no material pending or, to the Knowledge of the Sellers, threatened Actions against either Seller relating to the Leased Real Property. The Sellers have made available to Purchaser any surveys, site plans, certificates of occupancy, plans and specifications, engineering or environmental reports, zoning approvals, title commitments and policies and subordination, non-disturbance, and attornment agreements relating to the Leased Real Property that the Sellers have in their possession.following as applicable: