Common use of Realty Clause in Contracts

Realty. (a) Section 4.16(a) of the Disclosure Letter sets forth a list of all real property to which the Company or any Company Subsidiary has the right to use or occupy pursuant to a lease, sublease or other similar agreement (collectively, the “Leased Realty”). To the Knowledge of Seller, the Company or one of the Company Subsidiaries possesses, in all material respects, valid leasehold interests in the Leased Realty pursuant to the agreements set forth on Section 4.16(a) of the Disclosure Letter (the “Leases”), free and clear of any Liens except Permitted Liens. Copies of all Leases have been furnished or made available to Buyer. Each Lease is in full force and effect and enforceable against the Company or the Company Subsidiary, as applicable, and, to the Knowledge of Seller, each other party thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect affecting creditors’ rights generally and general equitable principles. To the Knowledge of Seller, neither the Company nor any Company Subsidiary has received any notice of default, termination or cancellation from a landlord with respect to any Lease. Neither the Company nor any Company Subsidiary is in material breach or violation of, or default under, any Lease. To the Knowledge of Seller, no other parties to the Leases are in material breach or violation of, or default under, any Lease. No event has occurred that, with notice or lapse of time or both, would constitute such a material breach or violation of, or default under any Lease by the Company or any Company Subsidiary or, to the Knowledge of Seller, by any other parties thereto. (b) Neither the Company nor any Company Subsidiary owns any real property. (c) Neither the Company nor any Company Subsidiary has entered into any lease or sublease granting to any Person the right to use or occupy any portion of the Leased Realty. (d) All buildings, facilities, structures, improvements and fixtures and systems included in the Leased Realty are in reasonable operating condition and repair, ordinary wear and tear excepted.

Realty. (a) Section 4.16(a4.15(a) of the Disclosure Letter sets forth a true and correct list of all real property owned in whole or in part by the Company or the Company Subsidiaries (collectively, the “Owned Realty”). The Company or a Company Subsidiary owns and holds good, valid and marketable title in fee simple to the Owned Realty, free and clear of all Liens, other than Permitted Liens and Liens that will be released at or prior to the Closing, and there is no unrecorded Lien, easement, license, lease, agreement or instrument encumbering the Owned Realty, other than Permitted Liens. To the Knowledge of Seller, there are (i) no material defaults or any condemnation or other similar proceedings affecting any portion of the Owned Realty, (ii) no lawsuits or administrative actions or proceedings alleging violations of any Laws by any Owned Realty, and (iii) no actual or threatened special assessments or reassessments of the Owned Realty, and, in each case, none of Seller, the Company or any Company Subsidiary has received any written notice thereof. Neither the Company nor any Company Subsidiary has granted to any Person any option or right of first refusal to purchase or acquire any material portion of the Owned Realty. (b) Section 4.15(b) of the Disclosure Letter sets forth a true and correct list of all material real property which the Company or any Company Subsidiary has the right to use or occupy pursuant to a lease, sublease or other similar agreement (collectively, the “Leased Realty” and, together with the Owned Realty, the “Company Realty”). To the Knowledge of Seller, the The Company or one of the Company Subsidiaries possesses, in all material respects, possesses valid leasehold interests in the Leased Realty pursuant to the agreements set forth on Section 4.16(a) of the Disclosure Letter leases, licenses, subleases and other agreements, including any amendments, supplements, extensions, assignments, subleases, modifications thereto or thereof (the “Leases”), free and clear of any Liens except Permitted Liens. Copies of all Leases have been furnished Seller has provided or made available to BuyerBuyer with true, correct and complete copies of all Leases (including all amendments, supplements, extensions, assignments, subleases, modifications and other agreements with respect thereto). Each Lease is in full force and effect and enforceable against the Company or the Company Subsidiary, as applicable, and, to the Knowledge of Seller, each other party thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws Laws now or hereafter in effect affecting creditors’ rights generally and general equitable principles. To The Leases are unmodified and there are no other agreements for the Knowledge use and occupancy of Sellerthe real property or improvements, neither as applicable, leased under the Leases. Neither the Company nor any Company Subsidiary has received any notice of default, termination or cancellation from a landlord with respect to any Lease. Neither the Company nor any Company Subsidiary is in material breach or violation of, or default under, any Lease. To the Knowledge of Seller, no other parties to the Leases are in material breach or violation of, or default under, any Lease. No event has occurred that, with notice or lapse of time or both, would constitute such a material breach or violation of, or default under any Lease by the Company or any Company Subsidiary orand, to the Knowledge of Seller, there is no material default or breach (nor any event, fact or circumstance existing which, after the lapse of time or giving of notice by any other parties thereto. (bparty, would result in a material default or breach) Neither by the Company nor Company, any Company Subsidiary owns or any real propertylandlord, lessor or other third party under any such Lease. Each Lease that contains a change of control, assignment or other transfer by operation of law provision that requires the consent or approval of any Person in connection with the transactions contemplated by this Agreement is identified as such in Section 4.15(b) of the Disclosure Letter. (c) Neither the Company nor any Company Subsidiary has entered into any lease lease, sublease, license or sublease other occupancy agreement granting to any Person the right to use or occupy any portion of the Leased Company Realty, except for any Permitted Liens. (d) All To the Knowledge of Seller, the Company Realty is in material compliance with the terms and provisions of all restrictive covenants, easements, agreements, zoning and building ordinances and requirements and all other Laws applicable to the Company Realty. (e) The buildings, facilities, structures, structures and other improvements and fixtures and systems included in within the Leased Company Realty are in reasonable operating condition good repair and repaircondition, all mechanical, electrical, heating, air conditioning, drainage, sewer, water and plumbing systems relating thereto are in good working order, and all have been maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of the same, ordinary wear and tear excepted), and are adequate and suitable for their presently intended uses and, in the case of buildings and structures (including the roofs and foundations thereof), are structurally sound, in each case, in all material respects. Other than as disclosed on any existing title policy or newly commissioned title report provided or made available to Buyer prior to the date hereof, none of such buildings, structures or other improvements constitutes a nonconforming use under any Law or, to the Knowledge of Seller, encroaches on any property owned by others. To the Knowledge of Seller, no buildings, structures, fixtures, other improvements, fences or appurtenances or other property owned by others encroaches on any portion of the Owned Realty. (f) There are no material conditions or obligations related to any special use permits, annexation agreements, zoning, planned development, subdivision or site plan approvals, or other land use permits or approvals issued in connection with any of the Company Realty that have not been satisfied or completed. (g) Each parcel of the Company Realty has access to (i) public roads or valid and enforceable easements over private streets or private property for such ingress to and egress from such Company Realty; and (ii) water supply, storm and sanitary sewer facilities, telephone, gas and electrical connections, fire protection, drainage and other public utilities, in each case as is necessary for the conduct of the business of the Companies and the Company Subsidiaries thereat or thereon in the manner in which they are operated as of the date hereof and in which they have been operated since the Compliance Date. (h) Seller has provided to Buyer true, correct and complete copies of all existing title insurance policies and any ALTA or land title surveys in the possession of Seller, the Company or the Company Subsidiaries. To the Knowledge of Seller, all such title insurance policies are in full force and effect and since the Compliance Date there have been no claims made or asserted by any party thereunder or pursuant thereto.