Common use of Tangible Property Clause in Contracts

Tangible Property. (a) Except for the shared property or assets identified in SCHEDULES 2.1(c) and 6.10, SCHEDULE 4.5(a) hereto contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C or any Acquired Company in the operation of the Lee-▇▇▇C Stations and the operation of each Acquired Company, as the case may be: (i) each parcel of real property owned, as of the date hereof, by such company ("Owned Real Property"), (ii) each parcel of material real property leased from or to a third party, as of the date hereof, by such company ("Leased Real Property"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof, and (iii) a list of all material fixed assets owned by such company as set forth in each company's depreciation schedule attached thereto, (excluding therefrom such fixed assets with an original cost of less than $5,000 or which have been fully depreciated) and prepared in the ordinary course of business as of the date set forth therein. Except as set forth in SCHEDULE 4.5(a) hereto, the Lee-▇▇▇C Stations and each Acquired Company does not own, or have a contractual obligation to purchase or otherwise acquire any material interest in, any parcel of real property which would be used or held for use primarily in the operation of the Lee-▇▇▇C Stations or by the Acquired Company. All of the tangible assets and properties used by Lee-▇▇▇C Stations or the Acquired Companies pursuant to a lease or license included among the Purchased Assets of the Lee-▇▇▇C Stations or to which an Acquired Company is a party shall be referred to herein, collectively, as "Leased Assets." (b) Lee-▇▇▇C and each Acquired Company have fee simple title to all of the Owned Real Property of the Lee-▇▇▇C Stations and the Owned Real Property of the Acquired Companies, free and clear of Liens except Permitted Encumbrances. (c) Within twenty-one (21) days after the date of this Agreement, Lee-▇▇▇C and each Acquired Company shall, with respect to each tract of Owned Real Property owned by such company, procure at its expense (except as provided below) and deliver to Purchaser (i) commitments for either (x) endorsements to existing owner's policies of title insurance committing to date the existing policies down to the Closing, subject to all matters listed on said policies and such other matters of record since the date of the policies or (y) ALTA owner's policies of title insurance in the amounts ascribed to the applicable tract of Owned Real Property, issued by Chicago Title Insurance Company or an affiliate or agent thereof, subject to all matters of record as of the date of the commitments, the pre-printed jacket exclusions and the standard pre-printed exceptions, (ii) copies of all matters listed as exceptions on the policies and commitments, as the case may be, and (iii) if requested by Purchaser and at Purchaser's expense,

Tangible Property. (a) Except for the shared property or assets identified in SCHEDULES 2.1(c) and 6.10, SCHEDULE Schedule 4.5(a) hereto contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C or any Acquired Company in the operation of the Lee-▇▇▇C Stations and the operation of each Acquired Company, as the case may be: (i) each parcel of real property owned, as of the date hereof, by such company (as designated on Schedule 4.5(a), the "Owned Real Property"), (ii) each parcel of material real property leased from or to a third party, as of the date hereof, by such company (as designated on Schedule 4.5(a), the "Leased Real Property"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof, and (iii) a list of all material fixed assets owned by such company (other than Sioux City) as of the date set forth in each company's depreciation schedule attached thereto, therein (excluding therefrom such fixed assets with an original cost of less than $5,000 10,000 or which have been fully depreciated) and prepared in the ordinary course of business as of the date set forth therein). Except as set forth in SCHEDULE Schedule 4.5(a) hereto, the Lee-▇▇▇C Stations and each Acquired Company does not own, or have a contractual obligation to purchase or otherwise acquire any material interest in, any parcel of real property which would be used or held for use primarily in the operation of the Lee-▇▇▇C Stations or by the Acquired Company. All of the tangible assets and properties used by Lee-▇▇▇C Stations or the Acquired Companies pursuant to a lease or license included among the Purchased Assets of the Lee-▇▇▇C Stations or to which an Acquired Company is a party (other than the Leased Real Property) shall be referred to herein, collectively, as "Leased Assets." (b) Lee-▇▇▇C and Except as set forth in Schedule 4.5(a) hereto, each Acquired Company have has insurable (at ordinary rates) fee simple title to all of their respective Owned Real Property and to all of the related buildings, structures and other improvements thereon. As of the Closing Date, the Owned Real Property of the Lee-▇▇▇C Stations and the Owned Real Property of the Acquired Companies, shall be free and clear of all Liens except for Permitted Encumbrances. (c) Within twenty-one (21Except as set forth in Schedule 4.5(a) days after hereto, each Acquired Company has the date right to quiet enjoyment of all the Leased Real Property for the full term of each such lease. All public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to the Owned Real Property and Leased Real Property, and the Owned Real Property and Leased Real Property have access to and from publicly dedicated streets. Except as otherwise provided in this Agreement, Lee-▇▇▇C the Purchaser acknowledges and each Acquired Company shall, with respect to each tract of agrees that the Purchaser shall accept the Owned Real Property owned by such companyand Leased Real Property "as is, procure at its expense (except as provided belowwhere is, with all faults," and without any express or implied warranties, guaranties, statements, representations or information pertaining to the Owned Real Property or Leased Real Property. The representations and warranties contained in Sections 4.5(b) and deliver to Purchaser (ic) commitments shall be solely for either (x) endorsements to existing owner's policies of title insurance committing to date the existing policies down to the Closing, subject to all matters listed on said policies and such other matters of record since the date benefit of the policies or (y) ALTA owner's policies of title insurance in the amounts ascribed to the applicable tract of Owned Real PropertyPurchaser, issued its successors and assigns and may not be relied upon by Chicago Title Insurance Company (or any other title insurance company) or an affiliate or agent thereof and neither Chicago Title Insurance Company (or any other title insurance company), any affiliate or agent thereof, subject nor any co-insurers, or re-insurers may be subrogated to all matters of record as any rights of the date of the commitments, the pre-printed jacket exclusions and the standard pre-printed exceptions, (ii) copies of all matters listed as exceptions on the policies and commitments, as the case may be, and (iii) if requested by Purchaser and at Purchaser's expense,under this Agreement.

Tangible Property. (a) Except for the shared property or assets identified in SCHEDULES Schedules 2.1(c) and 6.10, SCHEDULE Schedule 4.5(a) hereto contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C -NMBC or any Acquired Company in the operation of the Lee-▇▇▇C -NMBC Stations and the operation of each Acquired Company, as the case may be: (i) each parcel of real property owned, as of the date hereof, by such company ("Owned Real Property"), (ii) each parcel of material real property leased from or to a third party, as of the date hereof, by such company ("Leased Real Property"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof, and (iii) a list of all material fixed assets owned by such company as set forth in each company's depreciation schedule attached thereto, (excluding therefrom such fixed assets with an original cost of less than $5,000 or which have been fully depreciated) and prepared in the ordinary course of business as of the date set forth therein. Except as set forth in SCHEDULE Schedule 4.5(a) hereto, the Lee-▇▇▇C -NMBC Stations and each Acquired Company does not own, or have a contractual obligation to purchase or otherwise acquire any material interest in, any parcel of real property which would be used or held for use primarily in the operation of the Lee-▇▇▇C -NMBC Stations or by the Acquired Company. All of the tangible assets and properties used by Lee-▇▇▇C -NMBC Stations or the Acquired Companies pursuant to a lease or license included among the Purchased Assets of the Lee-▇▇▇C -NMBC Stations or to which an Acquired Company is a party shall be referred to herein, collectively, as "Leased Assets." (b) Lee-▇▇▇C -NMBC and each Acquired Company have fee simple title to all of the Owned Real Property of the Lee-▇▇▇C -NMBC Stations and the Owned Real Property of the Acquired Companies, free and clear of Liens except Permitted Encumbrances. (c) Within twenty-one (21) days after the date of this Agreement, Lee-▇▇▇C -NMBC and each Acquired Company shall, with respect to each tract of Owned Real Property owned by such company, procure at its expense (except as provided below) and deliver to Purchaser (i) commitments for either (x) endorsements to existing owner's policies of title insurance committing to date the existing policies down to the Closing, subject to all matters listed on said policies and such other matters of record since the date of the policies or (y) ALTA owner's policies of title insurance in the amounts ascribed to the applicable tract of Owned Real Property, issued by Chicago Title Insurance Company or an affiliate or agent thereof, subject to all matters of record as of the date of the commitments, the pre-printed jacket exclusions and the standard pre-printed exceptions, (ii) copies of all matters listed as exceptions on the policies and commitments, as the case may be, and (iii) if requested by Purchaser and at Purchaser's expense,, surveys accompanied by certifications by surveyors registered and licensed in the jurisdiction where each tract is located stating that the surveys have been prepared as of a recent date in accordance with the current ALTA minimum standard detail requirements, or accompanied by a recertification updating to a current date a prior certification regarding preparation in accordance with such requirements.

Tangible Property. (a) Except for Section 3.10(a)(i) of the shared Company Disclosure Schedule sets forth a true, correct and complete list of each item of real property or assets identified in SCHEDULES 2.1(cthat, as of the date of this Agreement, is owned by the Company (“Owned Real Property”). The Company has good fee simple title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Section 3.10(a)(ii) and 6.10, SCHEDULE 4.5(a) hereto of the Company Disclosure Schedule contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C or any Acquired Company in the operation of the Lee-▇▇▇C Stations and the operation of each Acquired Company, as the case may be: (i) each parcel item of real property ownedthat, as of the date hereofof this Agreement, by such company ("Owned Real Property"), (ii) each parcel of material real property is leased from or to a third party, as of party by the date hereof, by such company Company ("“Leased Real Property"”), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof. The Company has a valid and subsisting leasehold interest in, or the right to use, all Leased Real Property leased by it, in each case free and (iii) a list clear of all material fixed assets owned by such company as set forth Encumbrances, other than Permitted Encumbrances. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ****, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (b) The Company has good and marketable title to each item of tangible personal property reflected in the Current Balance Sheet or acquired after the Balance Sheet Date (except tangible personal property sold or otherwise disposed of since the Balance Sheet Date in the ordinary course of business), or with respect to tangible leased properties, valid leasehold interests therein, free and clear of all Encumbrances, except in each company's depreciation schedule attached theretocase for Permitted Encumbrances. The plants, (excluding therefrom such fixed assets with an original cost property and equipment of less than $5,000 or which have been fully depreciated) the Company that are used in the operations of the Company’s business are in all material respects in good operating condition and prepared repair, subject to normal wear and tear and are usable in the ordinary course of business as consistent with past practices. The tangible assets and properties of the date set forth therein. Except as set forth in SCHEDULE 4.5(a) hereto, the Lee-▇▇▇C Stations and each Acquired Company does not own, or have a contractual obligation to purchase or otherwise acquire any material interest in, any parcel of real property which would be used or held for use primarily in the operation of the Lee-▇▇▇C Stations or by the Acquired Company. All constitute all of the tangible assets and properties used necessary to conduct the Company’s operations and business as currently conducted by Lee-▇▇▇C Stations or the Acquired Companies pursuant Company. This Section 3.10 does not apply to a lease or license included among the Purchased Assets of the Lee-▇▇▇C Stations or to Intellectual Property rights, which an Acquired Company is a party shall be referred to herein, collectively, as "Leased Assetsare addressed in Section 3.12 hereunder." (b) Lee-▇▇▇C and each Acquired Company have fee simple title to all of the Owned Real Property of the Lee-▇▇▇C Stations and the Owned Real Property of the Acquired Companies, free and clear of Liens except Permitted Encumbrances. (c) Within twenty-one (21) days after the date of this Agreement, Lee-▇▇▇C and each Acquired Company shall, with respect to each tract of Owned Real Property owned by such company, procure at its expense (except as provided below) and deliver to Purchaser (i) commitments for either (x) endorsements to existing owner's policies of title insurance committing to date the existing policies down to the Closing, subject to all matters listed on said policies and such other matters of record since the date of the policies or (y) ALTA owner's policies of title insurance in the amounts ascribed to the applicable tract of Owned Real Property, issued by Chicago Title Insurance Company or an affiliate or agent thereof, subject to all matters of record as of the date of the commitments, the pre-printed jacket exclusions and the standard pre-printed exceptions, (ii) copies of all matters listed as exceptions on the policies and commitments, as the case may be, and (iii) if requested by Purchaser and at Purchaser's expense,

Tangible Property. (a) Except for Section 3.14(a) of the shared property or assets identified in SCHEDULES 2.1(c) and 6.10, SCHEDULE 4.5(a) hereto Company Disclosure Schedule contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C or any Acquired Company in the operation of the Lee-▇▇▇C Stations and the operation of each Acquired Company, as the case may be: (i) each parcel item of real property (excluding leasehold improvements) owned, as of the date hereof, by such company the Company or any Company Subsidiary ("“Owned Real Property"”), (ii) each parcel item of material real property leased from or to a third party, as of the date hereof, by such company the Company or any Company Subsidiary ("“Leased Real Property"”), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date and term of the lease contract and the rental rate relating thereto and all amendments thereof, and (iii) a list of all material fixed assets owned by such company as set forth in each company's depreciation schedule attached thereto, (excluding therefrom such fixed assets with an original cost of less than $5,000 or which have been fully depreciated) and prepared in the ordinary course of business as of the date set forth therein. Except as set forth in SCHEDULE 4.5(aSection 3.14(a) heretoof the Company Disclosure Schedule, either the Lee-▇▇▇C Stations Company or a Company Subsidiary has (i) legal, valid and each Acquired Company does not ownmarketable title to, or have and enjoys peaceful and undisturbed possession of, all Owned Real Property owned by it, and (ii) a contractual obligation to purchase or otherwise acquire any material valid and subsisting leasehold interest in, and enjoys peaceful and undisturbed possession of, all Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. There are no pending or, to the knowledge of the Company, threatened condemnation proceedings relating to, or any parcel pending or, to the knowledge of real property the Company, threatened Actions relating to, the Company’s leasehold interests in such Leased Real Property or any portion thereof. Except as set forth in Section 3.14(a) of the Company Disclosure Schedule, (i) each lease to which would the Company or any Company Subsidiary is a party with respect to the Leased Real Property is in full force and effect and represents a legally valid and binding obligation of the Company or the Company Subsidiary which is a party thereto, and to the Knowledge of the Company, represents a legally valid and binding obligation of the other parties thereto, (ii) each of the Company and the Company Subsidiaries has performed, in all material respects, all obligations required to be performed by it under each of the leases with respect to the Leased Real Property to which it is a party, (iii) neither the Company or any Company Subsidiary is in material breach or violation of, or material default under, any of the leases with respect to the Leased Real Property to which it is a party, nor has the Company or any Company Subsidiary received any written notice that it has breached, violated or defaulted under any of such leases, and (iv) to the Knowledge of the Company, there is no breach by any other party or parties to any of the leases with respect to the Leased Real Property. (b) Except as set forth in Section 3.14(b) of the Company Disclosure Schedule, the Company and the Company Subsidiaries have legal and valid title to, or in the case of leased assets and properties, valid and subsisting leasehold interests in, all of the material tangible personal assets and properties used or held for use primarily by the Company or any Company Subsidiary in connection with the operation conduct of the Lee-▇▇▇C Stations or by the Acquired Company. All of the tangible assets and properties used by Lee-▇▇▇C Stations or the Acquired Companies pursuant to a lease or license included among the Purchased Assets of the Lee-▇▇▇C Stations or to which an Acquired Company is a party shall be referred to herein, collectively, as "Leased Assets." (b) Lee-▇▇▇C and each Acquired Company have fee simple title to all of the Owned Real Property of the Lee-▇▇▇C Stations and the Owned Real Property of the Acquired CompaniesBusiness, free and clear of Liens except all Encumbrances other than Permitted Encumbrances. All material personal property is in good condition, ordinary wear and tear excepted. (c) Within twenty-one (21) days after the date of this Agreement, Lee-▇▇▇C and each Acquired Company shall, with respect to each tract of Owned Real Property owned by such company, procure at its expense (except as provided below) and deliver to Purchaser (i) commitments for either (x) endorsements to existing owner's policies of title insurance committing to date the existing policies down to the Closing, subject to all matters listed on said policies and such other matters of record since the date of the policies or (y) ALTA owner's policies of title insurance in the amounts ascribed to the applicable tract of Owned Real Property, issued by Chicago Title Insurance Company or an affiliate or agent thereof, subject to all matters of record as of the date of the commitments, the pre-printed jacket exclusions and the standard pre-printed exceptions, (ii) copies of all matters listed as exceptions on the policies and commitments, as the case may be, and (iii) if requested by Purchaser and at Purchaser's expense,

Tangible Property. (a) Except for Section 5.14(a) of the shared property or assets identified in SCHEDULES 2.1(c) and 6.10, SCHEDULE 4.5(a) hereto Parent Disclosure Schedule contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C or any Acquired Company in the operation of the Lee-▇▇▇C Stations and the operation of each Acquired Company, as the case may be: (i) each parcel item of real property (excluding leasehold improvements) owned, as of the date hereof, by such company Parent or any Parent Subsidiary ("“Parent Owned Real Property"”), (ii) each parcel item of material real property leased from or to a third party, as of the date hereof, by such company Parent or any Parent Subsidiary ("“Parent Leased Real Property"”), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date and term of the lease contract and the rental rate relating thereto and all amendments thereof, and (iii) a list of all material fixed assets owned by such company as set forth in each company's depreciation schedule attached thereto, (excluding therefrom such fixed assets with an original cost of less than $5,000 or which have been fully depreciated) and prepared in the ordinary course of business as of the date set forth therein. Except as set forth in SCHEDULE 4.5(aSection 5.14(a) heretoof the Parent Disclosure Schedule, the Lee-▇▇▇C Stations either Parent or a Parent Subsidiary has (i) legal, valid and each Acquired Company does not ownmarketable title to, or have and enjoys peaceful and undisturbed possession of, all Parent Owned Real Property owned by it, and (ii) a contractual obligation to purchase or otherwise acquire any material valid and subsisting leasehold interest in, and enjoys peaceful and undisturbed possession of, all Parent Leased Real Property leased by it, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. There are no pending or, to the knowledge of Parent, threatened condemnation proceedings relating to, or any parcel pending or, to the knowledge of real property Parent, threatened Actions relating to, Parent’s leasehold interests in such Parent Leased Real Property or any portion thereof. Except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, (i) each lease to which would Parent or any Parent Subsidiary is a party with respect to the Parent Leased Real Property is in full force and effect and represents a legally valid and binding obligation of Parent or the Parent Subsidiary which is a party thereto, and to the Knowledge of Parent, represents a legally valid and binding obligation of the other parties thereto, (ii) each of Parent and the Parent Subsidiaries has performed, in all material respects, all obligations required to be performed by it under each of the leases with respect to the Parent Leased Real Property to which it is a party, (iii) neither Parent or any Parent Subsidiary is in material breach or violation of, or material default under, any of the leases with respect to the Parent Leased Real Property to which it is a party, nor has Parent or any Parent Subsidiary received any written notice that it has breached, violated or defaulted under any of such leases, and (iv) to the Knowledge of Parent, there is no breach by any other party or parties to any of the leases with respect to the Parent Leased Real Property. (b) Except as set forth in Section 5.14(b) of the Parent Disclosure Schedule, Parent and the Parent Subsidiaries have legal and valid title to, or in the case of leased assets and properties, valid and subsisting leasehold interests in, all of the material tangible personal assets and properties used or held for use primarily by Parent or any Parent Subsidiary in connection with the operation conduct of the Lee-▇▇▇C Stations or by the Acquired Company. All of the tangible assets and properties used by Lee-▇▇▇C Stations or the Acquired Companies pursuant to a lease or license included among the Purchased Assets of the Lee-▇▇▇C Stations or to which an Acquired Company is a party shall be referred to herein, collectively, as "Leased Assets." (b) Lee-▇▇▇C and each Acquired Company have fee simple title to all of the Owned Real Property of the Lee-▇▇▇C Stations and the Owned Real Property of the Acquired CompaniesParent Business, free and clear of Liens except all Encumbrances other than Permitted Encumbrances. All material personal property is in good condition, ordinary wear and tear excepted. (c) Within twenty-one (21) days after the date of this Agreement, Lee-▇▇▇C and each Acquired Company shall, with respect to each tract of Owned Real Property owned by such company, procure at its expense (except as provided below) and deliver to Purchaser (i) commitments for either (x) endorsements to existing owner's policies of title insurance committing to date the existing policies down to the Closing, subject to all matters listed on said policies and such other matters of record since the date of the policies or (y) ALTA owner's policies of title insurance in the amounts ascribed to the applicable tract of Owned Real Property, issued by Chicago Title Insurance Company or an affiliate or agent thereof, subject to all matters of record as of the date of the commitments, the pre-printed jacket exclusions and the standard pre-printed exceptions, (ii) copies of all matters listed as exceptions on the policies and commitments, as the case may be, and (iii) if requested by Purchaser and at Purchaser's expense,

Tangible Property. (a) Except for the shared property or assets identified in SCHEDULES 2.1(c) and 6.10, SCHEDULE Schedule 4.5(a) hereto contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C or any Acquired Company in the operation Seller primarily to conduct the operations of the Lee-▇▇▇C Stations and the operation of each Acquired Company, as the case may beBusiness: (i) each parcel of real property owned, as of the date hereof, by such company the Seller and all major buildings, structures and other improvements thereon, the ("Owned Real Property"), (ii) each parcel of material real property leased from lease pursuant to which the Seller is a party with respect to the conduct of the operations of the Business, whether as a tenant, subtenant, landlord or to sublandlord including a third party, description of the location and use as of the date hereof, by the Seller, the name of the parties thereto and a description of the property demised thereunder (including major buildings and improvements located thereon) (each such company (lease, sublease or occupancy agreement is referred to herein collectively as the "Leases" and each individually as a "Lease"; the property demised pursuant to such Leases is referred to herein as the "Leased Real Property"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof, and (iii) a list of all material fixed assets tangible personal property owned by such company the Seller, as set forth reflected in each companythe Seller's depreciation schedule attached thereto, (excluding therefrom such fixed of assets with an original cost of less than $5,000 or which have been fully depreciated) and prepared in the ordinary course of business as of the date set forth therein. Except as set forth in SCHEDULE Schedule 4.5(a) hereto, the Lee-▇▇▇C Stations and each Acquired Company Seller does not own, or have a contractual obligation to purchase or otherwise acquire any material interest in, any parcel of real property which would be used or held for use primarily in the operation of the Lee-▇▇▇C Stations or by the Acquired CompanyBusiness. All of the tangible assets and properties used by Lee-▇▇▇C Stations or the Acquired Companies Seller pursuant to a lease or license included among the Purchased Assets of the Lee-▇▇▇C Stations or to which an Acquired Company is a party shall be referred to herein, collectively, as "Leased Assets." (b) Lee-▇▇▇C The Seller has, and at the Closing the Seller will convey to the Purchaser and the Purchaser will acquire, (i) legal and valid title to, or all of the Seller's right, title and interest in and to, all of the Purchased Assets, and (ii) valid and subsisting licenses or leasehold interests in and to all of the Leased Real Property and other Leased Assets, in each Acquired Company have case free and clear of any Encumbrances other than Permitted Encumbrances and those Encumbrances set forth in Schedule 4.5(b) hereto. The Seller has and at the Closing the Seller will convey to Purchaser fee simple title to all of the Owned Real Property Property. (c) Except for Permitted Encumbrances, Seller has good and marketable title to all real property purported to be owned or occupied by Seller relating to the business and operation of the Lee-▇▇▇C Stations and the Owned Real Property of the Acquired CompaniesStation, free and clear of Liens except all liens, claims and encumbrances. Except for Permitted Encumbrances, Seller has good and marketable title and owns outright, free and clear of all liens, claims, easements, rights of way or restrictions (whether zoning or otherwise), each improvement, fixture and item of equipment located in or on each of the properties and premises owned, leased, used or occupied by it relating to the business and operation of the Station. No improvement, fixture or equipment in or on any such premises and properties to the extent owned or occupied by Seller, or the occupation or leasehold with respect thereto, is in violation of any law, including, without limitation, any zoning, building, safety or health law, except as would not, individually or in the aggregate, have, or would reasonably be expected to have, a Material Adverse Effect. Each of such premises and properties is zoned for the purposes for which each of such premises or properties is now used by Seller, except as would not, individually or in the aggregate prohibit or materially restrict the continued use and operation of any Owned Real Property consistent with past practice. (cd) Within twenty-one (21) days after the date of this Agreement, Lee-▇▇▇C and each Acquired Company shall, with respect to each tract of No Owned Real Property owned by such companyor, procure at its expense (except as provided below) and deliver to Purchaser (i) commitments for either (x) endorsements to existing owner's policies of title insurance committing to date the existing policies down to the Closingknowledge of the Seller, Leased Real Property, has been condemned or otherwise taken by any public authority and no condemnation or taking of such Properties is, to Seller's knowledge, threatened or contemplated, and none of such Properties is, to Seller's knowledge, subject to any claim, contract or law which might affect its use or value for the purposes now made of it, and each thereof is in good condition and repair. (e) Seller has not granted any outstanding options or entered into any outstanding contracts with others for the sale, lease or transfer of all matters listed on said policies and such other matters or substantially all of record since the date of the policies or (y) ALTA owner's policies of title insurance in the amounts ascribed to the applicable tract of any Owned Real Property, issued by Chicago Title Insurance Company and no person has any right or option to acquire, or right of first refusal with respect to, any Owned Real Property or any portion thereof. (f) The buildings and other improvements used at or in connection with the Owned Real Property do not encroach onto land adjoining any Owned Real Property or onto any easements to such an affiliate or agent thereof, subject to all matters of record extent as would materially impair the value of the date Owned Real Property and such improvements or the continued use and operation of the commitmentsOwned Real Property and such improvements for the same uses and operations as those conducted at the present time, the pre-printed jacket exclusions and the standard pre-printed exceptionsimprovements from land adjoining the Owned Real Property do not encroach onto any part of the Owned Real Property to such an extent as would materially impair the continued use and operation of the Owned Real Property and such improvements for the same uses and operations as those conducted at the present time. All guy wires, guy anchors, satellite dishes, associated transmission equipment, transmitter buildings, towers, signs, main studio buildings, associated parking lots, and other buildings and other improvements included in the Purchased Assets are all located entirely on and within the boundaries of the Owned Real Property. (iig) copies of all matters listed as exceptions on No brokerage or leasing commission or other compensation is presently due or payable to any Person by Seller with respect to any Lease. (h) Each Owned Real Property and Leased Real Property is contiguous to publicly dedicated streets, roads or highways, or if not so contiguous, access to and from the policies Owned Real Property and commitmentsLeased Real Property, as the case may beapplicable, and (iii) if requested by Purchaser publicly dedicated streets, roads or highways is available through private lands pursuant to valid, unsubordinated, perpetual, enforceable and at Purchaser's expense,recorded public or private easements or rights-of-way.

Tangible Property. (a) Except Section 4.14(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of each item of real property that, as of the date of this Agreement, is owned by an Acquired Company (“Owned Real Property”). The applicable Acquired Company has good fee simple title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. The Owned Real Property is fully licensed, permitted and authorized for the shared property operation of the Business conducted by the Acquired Company thereon, including under all applicable Laws relating to the Business conducted thereon (including, without limitation, all zoning restrictions, land use requirements and private use restrictions). There is public ingress and egress to and from all Owned Real Property and no portion of any improvements on the Owned Real Property encroaches onto neighboring properties and no improvements from neighboring properties encroach onto any portion of the Owned Real Property. To the Knowledge of the Company, no third party has a present or assets identified in SCHEDULES 2.1(cfuture right to possession of all or any part of the Owned Real Property and no third parties have any rights to drill or explore for, collect, produce, mine, excavate, deliver or transport oil, gas, coal, or other minerals in, on, beneath, across, over, through, from or to any portion of the Owned Real Property. (b) and 6.10There are no pending or, SCHEDULE 4.5(ato the Knowledge of the Company, threatened condemnation or eminent domain proceedings affecting all or any part of the Owned Real Property or any levied or pending or, to the Knowledge of the Company, proposed special assessments affecting all or any part of the Owned Real Property. (c) hereto Section 4.14(b) of the Company Disclosure Schedule contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C or any Acquired Company in the operation of the Lee-▇▇▇C Stations and the operation of each Acquired Company, as the case may be: (i) each parcel item of real property ownedthat, as of the date hereofof this Agreement, by such company ("Owned Real Property"), (ii) each parcel of material real property is leased from or to a third party, as of the date hereof, party by such company an Acquired Company ("“Leased Real Property"”), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof. The applicable Acquired Company has a valid and subsisting leasehold interest in all Leased Real Property leased by it, in each case free and (iii) a list clear of all material fixed assets owned by such company as set forth in each company's depreciation schedule attached theretoEncumbrances, (excluding therefrom such fixed assets with an original cost of less other than $5,000 or which have been fully depreciated) and prepared Permitted Encumbrances. The Company has made available in the ordinary course Data Room, for each parcel of business as Leased Real Property, a complete and accurate copy of the date set forth thereinapplicable lease, together with all amendments and assignments thereto. Except as set forth Neither an Acquired Company, nor to the Knowledge of the Company, any landlord, is in SCHEDULE 4.5(a) hereto, default under any lease related to the Lee-▇▇▇C Stations and each Leased Real Property. No Acquired Company does not ownhas further leased, or have a contractual obligation to purchase assigned or otherwise acquire granted to any material interest in, Person the right to use or occupy any parcel portion of real property which would be used or held for use primarily the Leased Real Property. (d) With regard to the Owned Real Property located in the operation of the Lee-▇▇▇C Stations or by the Acquired Company. All of the tangible assets and properties used by Lee-▇▇▇C Stations or the Acquired Companies pursuant to a lease or license included among the Purchased Assets of the Lee-▇▇▇C Stations or to which an United Kingdom plus any Acquired Company is a party shall be referred to herein, collectively, as "Leased Assets." (b) Lee-▇▇▇C and each Acquired Company have fee simple title to all owner or lessee of any of the Owned Real Property of located in the Lee-▇▇▇C Stations and the United Kingdom: such Owned Real Property is substantially fit for the purpose for which it is presently used and, to the Knowledge of the Company, there is no act or matter that would reasonably be expected to act to limit or prevent the present permitted use of such Owned Real Property. (e) The Acquired CompaniesCompanies have valid and subsisting ownership or leasehold interests in all of the material tangible personal assets and properties used or leased for use by such Person in connection with the conduct of the Business, free and clear of Liens except all Encumbrances, other than Permitted Encumbrances. (c) Within twenty-one (21) days after the date of this Agreement, Lee-▇▇▇C and each Acquired Company shall, with respect to each tract of Owned Real Property owned by such company, procure at its expense (except as provided below) and deliver to Purchaser (i) commitments for either (x) endorsements to existing owner's policies of title insurance committing to date the existing policies down to the Closing, subject to all matters listed on said policies and such other matters of record since the date of the policies or (y) ALTA owner's policies of title insurance in the amounts ascribed to the applicable tract of Owned Real Property, issued by Chicago Title Insurance Company or an affiliate or agent thereof, subject to all matters of record as of the date of the commitments, the pre-printed jacket exclusions and the standard pre-printed exceptions, (ii) copies of all matters listed as exceptions on the policies and commitments, as the case may be, and (iii) if requested by Purchaser and at Purchaser's expense,

Tangible Property. (a) Except for Section 4.14(a) of the shared property or assets identified in SCHEDULES 2.1(c) and 6.10, SCHEDULE 4.5(a) hereto Disclosure Schedule contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C or any Acquired Company in the operation of the Lee-▇▇▇C Stations and the operation of each Acquired Company, as the case may be: (i) each parcel item of real property owned, as of the date hereof, by such company the Company or any Company Subsidiary ("Owned Real Property"), (ii) each parcel item of material real property leased from or to a third party, as of the date hereof, by such company the Company or any Company Subsidiary ("Leased Real Property"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof, and (iii) a list of all material fixed assets owned by such company as set forth in each company's depreciation schedule attached thereto, (excluding therefrom such fixed assets with an original cost of less than $5,000 or which have been fully depreciated) and prepared in the ordinary course of business as of the date set forth therein. Except as set forth in SCHEDULE 4.5(aSection 4.14(a) heretoof the Company Disclosure Schedule, either the Company or a Company Subsidiary has legal, valid and marketable title to all Owned Real Property, and a valid and subsisting leasehold interest in all Leased Real Property, in each case free and clear of all Encumbrances other than Permitted Encumbrances, and has the right to use the Owned Real Property and the Leased Real Property in the manner and for the purposes as each is currently being used by the Company or a Company Subsidiary, as the case may be. (b) Except as set forth in Section 4.14(b) of the Company Disclosure Schedule, the Lee-▇▇▇C Stations Company and each Acquired the Company does not ownSubsidiaries have legal and valid title to, or have a contractual obligation to purchase or otherwise acquire any material interest in the case of leased assets and properties, valid and subsisting leasehold interests in, any parcel all of real property which would be the material tangible personal assets and properties used or held for use primarily by the Company or any Company Subsidiary in connection with the operation conduct of the Lee-▇▇▇C Stations or by the Acquired Company. All of the tangible assets and properties used by Lee-▇▇▇C Stations or the Acquired Companies pursuant to a lease or license included among the Purchased Assets of the Lee-▇▇▇C Stations or to which an Acquired Company is a party shall be referred to herein, collectively, as "Leased Assets." (b) Lee-▇▇▇C and each Acquired Company have fee simple title to all of the Owned Real Property of the Lee-▇▇▇C Stations and the Owned Real Property of the Acquired CompaniesBusiness, free and clear of Liens except all Encumbrances other than Permitted Encumbrances. (c) Within twenty-one (21) days after the date A true and complete copy of this Agreement, Lee-▇▇▇C and each Acquired Company shall, lease with respect to each tract of Owned Leased Real Property owned by such company, procure at its expense (except as provided below) with all amendments and deliver modifications has been delivered to Purchaser (i) commitments for either (x) endorsements to existing owner's policies the "Leases"), and there has been no default, nor any event which with passage of title insurance committing to date time or the existing policies down giving of notice would constitute a default, under any of the Leases on the part of the tenant or, to the ClosingCompany's Knowledge, subject to all matters listed on said policies and such other matters of record since the date of the policies landlord, that remains uncured, except for defaults that would not, individually or (y) ALTA owner's policies of title insurance in the amounts ascribed to the applicable tract of Owned Real Propertyaggregate, issued by Chicago Title Insurance Company or an affiliate or agent thereof, subject to all matters of record as of the date of the commitments, the pre-printed jacket exclusions and the standard pre-printed exceptions, (ii) copies of all matters listed as exceptions on the policies and commitments, as the case may be, and (iii) if requested by Purchaser and at Purchaser's expense,have a Material Adverse Effect.

Tangible Property. (a) Except for the shared property or assets identified in SCHEDULES 2.1(c) and 6.10, SCHEDULE Schedule 4.5(a) hereto contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C or any Acquired Company in the operation Seller primarily to conduct the operations of the Lee-▇▇▇C Stations and the operation of each Acquired Company, as the case may beBusiness: (i) each parcel of real property owned, as of the date hereof, by such company the Seller ("Owned Real Property"), (ii) each parcel of material real property leased from or to a third party, as of the date hereof, by such company the Seller ("Leased Real Property"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof, and (iii) a list of all material fixed assets owned by such company the Seller, as set forth reflected in each companythe Seller's depreciation schedule attached thereto, (excluding therefrom such of fixed assets with an original cost of less than $5,000 or which have been fully depreciated) and prepared in the ordinary course of business as of the date set forth therein. Except as set forth in SCHEDULE Schedule 4.5(a) hereto, the Lee-▇▇▇C Stations and each Acquired Company Seller does not own, or have a contractual obligation to purchase or otherwise acquire any material interest in, any parcel of real property which would be used or held for use primarily in the operation of the Lee-▇▇▇C Stations or by the Acquired CompanyBusiness. All of the tangible assets and properties used by Lee-▇▇▇C Stations or the Acquired Companies Seller pursuant to a lease or license included among the Purchased Assets of the Lee-▇▇▇C Stations or to which an Acquired Company is a party shall be referred to herein, collectively, as "Leased Assets." (b) Lee-▇▇▇C The Seller has, and at the Closing the Seller will convey to the Purchaser and the Purchaser will acquire, (i) legal and valid (and in the case of Owned Real Property, insurable) title to, or all of the Seller's right, title and interest in and to, all of the Purchased Assets, and (ii) valid and subsisting licenses or leasehold interests in and to all of the Leased Real Property and other Leased Assets, in each Acquired Company have case free and clear of any Encumbrances other than Permitted Encumbrances and those Encumbrances set forth in Schedule 4.5(b) hereto. The Seller has fee simple title to all of the Owned Real Property of the Lee-▇▇▇C Stations and the Owned Real Property of the Acquired Companies, free and clear of Liens except Permitted EncumbrancesProperty. (c) Within twenty-one (21) days after To the date knowledge of this Agreementthe Seller, Lee-▇▇▇C and each Acquired Company shall, with respect to each tract none of the Owned Real Property owned or Leased Real Property has been condemned or otherwise taken by such companyany public authority, procure at its expense (except as provided below) no condemnation or taking is threatened or contemplated and deliver to Purchaser (i) commitments for either (x) endorsements to existing owner's policies of title insurance committing to date the existing policies down to the Closing, none thereof is subject to all matters listed on said policies and such other matters any claim, contract or law which might affect its use or value for the purposes now made of record since the date of the policies or (y) ALTA owner's policies of title insurance in the amounts ascribed to the applicable tract of Owned Real Property, issued by Chicago Title Insurance Company or an affiliate or agent thereof, subject to all matters of record as of the date of the commitments, the pre-printed jacket exclusions and the standard pre-printed exceptions, (ii) copies of all matters listed as exceptions on the policies and commitments, as the case may beit, and (iii) if requested by Purchaser each thereof is in good condition and at Purchaser's expense,repair.

Tangible Property. (a) Except for the shared property or assets identified in SCHEDULES 2.1(c) and 6.10, SCHEDULE Schedule 4.5(a) hereto contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C or any Acquired Company in the operation Seller primarily to conduct the operations of the Lee-▇▇▇C Stations and the operation of each Acquired Company, as the case may beBusiness: (i) each parcel of real property owned, as of the date hereof, by such company the Seller ("Owned Real Property"), (ii) each parcel of material real property leased from or to a third party, as of the date hereof, by such company the Seller ("Leased Real Property"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof, and (iii) a list of all material fixed assets owned or leased by such company the Seller, as set forth reflected in each companythe Seller's depreciation schedule attached thereto, (excluding therefrom such of fixed assets with an original cost of less than $5,000 or which have been fully depreciated) and prepared in the ordinary course of business as of the date set forth therein. Except as set forth in SCHEDULE Schedule 4.5(a) hereto, the Lee-▇▇▇C Stations and each Acquired Company Seller does not own, or have a contractual obligation to purchase or otherwise acquire any material interest in, any parcel of real property which would be used or held for use primarily in the operation of the Lee-▇▇▇C Stations or by the Acquired CompanyBusiness. All of the tangible assets and properties used by Lee-▇▇▇C Stations or the Acquired Companies Seller pursuant to a lease or license included among the Purchased Assets of the Lee-▇▇▇C Stations or to which an Acquired Company is a party shall be referred to herein, collectively, as "Leased Assets." (b) Lee-▇▇▇C The Seller has good and each Acquired Company have marketable fee simple title to all of the Owned Real Property of the Lee-▇▇▇C Stations and the Owned Real Property of the Acquired CompaniesProperty, free and clear of Liens except all Encumbrances other than Permitted Encumbrances. (cEncumbrances and those Encumbrances set forth on Schedule 4.5(b) Within twenty-one (21) days after hereto. The Seller has good title to all of the date of this Agreement, Lee-▇▇▇C and each Acquired Company shall, with respect tangible personal Purchased Assets purported to each tract of Owned Real Property be owned by such companythe Seller, procure at its expense (except as provided below) free and deliver to Purchaser (i) commitments for either (x) endorsements to existing owner's policies of title insurance committing to date the existing policies down to the Closing, subject to all matters listed on said policies and such other matters of record since the date of the policies or (y) ALTA owner's policies of title insurance in the amounts ascribed to the applicable tract of Owned Real Property, issued by Chicago Title Insurance Company or an affiliate or agent thereof, subject to all matters of record as of the date of the commitments, the pre-printed jacket exclusions and the standard pre-printed exceptions, (ii) copies clear of all matters listed as exceptions Encumbrances other than Permitted Encumbrances and those Encumbrances set forth on the policies and commitments, as the case may be, and (iiiSchedule 4.5(b) if requested by Purchaser and at Purchaser's expense,hereto.

Tangible Property. (a) Except for Section 4.13(a)(i) of the shared Company Disclosure Schedule sets forth a true, correct and complete list of each item of real property or assets identified in SCHEDULES 2.1(cthat, as of the date of this Agreement, is owned by any Acquired Company (“Owned Real Property”), including the street address thereof. Star Manufacturing International, Inc. has good and indefeasible fee simple title to the Owned Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Section 4.13(a)(ii) and 6.10, SCHEDULE 4.5(a) hereto of the Company Disclosure Schedule contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C or any Acquired Company in the operation of the Lee-▇▇▇C Stations and the operation of each Acquired Company, as the case may be: (i) each parcel item of real property ownedin which, as of the date hereofof this Agreement, by such company ("Owned Real Property"), (ii) each parcel of material real property leased any Acquired Company has a leasehold interest granted from or to a third party, as of the date hereof, by such company party ("“Leased Real Property"” and, together with the Owned Real Property, the “Real Property”), including the street address of the Leased Real Property, the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereofthereof (each, a “Lease”). Each Acquired Company has a valid and (iii) a list subsisting leasehold interest in all Leased Real Property leased by it, in each case free and clear of all material fixed assets owned by such company as set forth Encumbrances, other than Permitted Encumbrances. (b) Each Acquired Company has valid and subsisting ownership or leasehold interests in each company's depreciation schedule attached thereto, (excluding therefrom such fixed assets with an original cost of less than $5,000 or which have been fully depreciated) and prepared in the ordinary course of business as all of the date set forth therein. Except as set forth in SCHEDULE 4.5(a) hereto, the Lee-▇▇▇C Stations and each Acquired Company does not own, or have a contractual obligation to purchase or otherwise acquire any material interest in, any parcel of real property which would be used or held for use primarily in the operation of the Lee-▇▇▇C Stations or by the Acquired Company. All of the tangible personal assets and properties used or leased for use by Lee-▇▇▇C Stations or such Acquired Company in connection with the Acquired Companies pursuant to a lease or license included among the Purchased Assets conduct of the Lee-▇▇▇C Stations or to which an Acquired Company is a party shall be referred to herein, collectively, as "Leased Assets." (b) Lee-▇▇▇C and each Acquired Company have fee simple title to all of the Owned Real Property of the Lee-▇▇▇C Stations and the Owned Real Property of the Acquired CompaniesBusiness, free and clear of Liens except all Encumbrances, other than Permitted Encumbrances. (c) Within twenty-one (21) days after As of the date of this Agreement, Lee-▇▇▇C and each there are no pending, or to the Knowledge of the Company, threatened, condemnation or similar proceedings against any Acquired Company shallor otherwise relating to any of the Real Property, with respect and no Acquired Company has received any written notice of the same. (d) There are no leases, subleases, licenses or agreements, written or oral, granting to each tract any third party or parties (other than any Acquired Company) the right of use or occupancy of any portion of any Owned Real Property owned by such company, procure at its expense Property. (except as provided belowe) and deliver There are no outstanding options or rights of first refusal to Purchaser (i) commitments for either (x) endorsements to existing owner's policies of title insurance committing to date the existing policies down to the Closing, subject to all matters listed on said policies and such other matters of record since the date purchase any of the policies or (y) ALTA owner's policies of title insurance in the amounts ascribed to the applicable tract of Owned Real Property, issued by Chicago Title Insurance Company or an affiliate any portion thereof or agent thereofinterest therein. (f) With respect to the Leased Real Property, subject to all matters of record except as set forth in Section 4.13(f) of the date Company Disclosure Schedule: (i) none of the commitmentsAcquired Companies has assigned, subleased, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the pre-printed jacket exclusions leasehold or subleasehold created by such Lease; and the standard pre-printed exceptions, (ii) copies there are no outstanding options or rights of any party to terminate such Lease prior to the expiration of the term thereof. (g) No Acquired Company has received written notice of any, and to the Knowledge of the Company there is no, proposed or pending proceeding to change or redefine the zoning classification of all matters listed or any portion of the Real Property. (h) No portion of the Owned Real Property has suffered any material damage by fire or other casualty loss which has not heretofore been repaired and restored in all material respects (ordinary wear and tear excepted), except as exceptions on would not, individually or in the policies aggregate, reasonably be expected to interfere with the Acquired Companies’ use of such Owned Real Property. (i) The Owned Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels. (j) To the Knowledge of the Company, the Owned Real Property is in material compliance with the terms and commitmentsprovision of any restrictive covenants, as the case may beeasements, and (iii) if requested by Purchaser and at Purchaser's expense,or agreements affecting such Owned Real Property.