Common use of Leasehold Interests Clause in Contracts

Leasehold Interests. (a) Schedule 3.18(a) sets forth a true and complete list of all material leases, subleases, rental or other occupancy agreements relating to any real property and any rights to use or occupy real property, or rights or interests therein, held by the Company or any of its Subsidiaries as lessee or sublessee (in each case, whether recorded or unrecorded) and used or held for use in or relating to the Business and, with respect to each such lease, sublease, rental or other occupancy or use agreement, briefly describes the use of such interest in the operation of the Business, any leased reserves, and certain other details as set forth in Schedule 3.18(a) (the "Leasehold Interests"). All of the Leasehold Interests are in full force and effect in accordance with their terms and neither the applicable lessee or sublessee, nor, to the Knowledge of the Company, any other party thereto is in default or breach with respect to any of its obligations thereunder and there has not occurred any event which, with notice or lapse of time or both, would constitute such default or breach. All payments required under all Leasehold Interests, including all rents, royalties, taxes, maintenance or concession fees, annual filings, and additional rents have been made in accordance with the terms of the applicable lease or use agreement, as required by such Governmental Authority, or as required by the grantor of such concession. For all Leasehold Interests relating to mining rights that are not actively mined, such right to mine has not been terminated, expired or forfeited, except for such terminations, expirations or forfeitures which would not be reasonably likely to, individually or in the aggregate, have a Material Adverse Effect. The Company has not received any written notice that there are any underlying mortgages or deeds of trust affecting any leased real property and having priority over the Leasehold Interest, or rights or interests therein, used by the Company. The Company is in full use or possession of the real property or portion thereof subject to the Leasehold Interests, or rights or interests granted therein. To the Knowledge of the Company, the Company is not using any real property or interest therein subject to a Leasehold Interest in violation of any Applicable Law.

Leasehold Interests. (a) Schedule 3.18(a) 3.8 attached hereto sets forth a true and complete list of all material leases, subleases, rental or other occupancy agreements relating to any real property and any rights to use or occupy real property, or rights or interests therein, held by the Company or any of its Subsidiaries Seller as lessee or sublessee (in each case, whether recorded or unrecorded) and used or held for use in or relating to the Business and, with respect to each such lease, sublease, rental or Purchased Assets other occupancy or use agreement, briefly describes than the use of such interest in the operation of the Business, any leased reserves, and certain other details as set forth in Schedule 3.18(a) Real Property (the "Leasehold Interests"). All of the Leasehold Interests are in full force and effect in accordance with their terms and neither the applicable lessee or sublesseeSeller, nor, to the Knowledge knowledge of the CompanySeller, any other party thereto is in default or breach with respect to any of its obligations thereunder and and, to the knowledge of Seller, there has not occurred any event which, with notice or lapse of time or both, would constitute such default or breach. All payments required under all Leasehold Interests, including all rents, royalties, taxes, maintenance or concession fees, annual filings, and additional rents have been made in accordance with the terms of the applicable lease or use agreement, as required by such Governmental Authority, or as required by the grantor of such concession. For all Leasehold Interests relating to mining rights that are not actively mined, such right to mine has not been terminated, expired or forfeited, except for such terminations, expirations or forfeitures which would not be reasonably likely to, individually or in the aggregate, have a Material Adverse Effect. The Company Seller has not received any written notice that there are any underlying mortgages or deeds of trust affecting any leased real property and having priority over the Leasehold Interest, or rights or interests therein, used by the CompanySeller. The Company Seller is in full use or possession of the real property or portion thereof subject to the Leasehold Interests, or rights or interests granted therein. To the Knowledge of the Company, the Company Seller is not using any real property or interest therein subject to a Leasehold Interest in violation in any material respect of any Applicable Lawlaw, regulation, code, ordinance or decree or other legal requirement. The representations and warranties contained in Sections 3.7(b), (f), (g) and (h) shall be deemed to apply to any real property, or interest granted therein, which is the subject of a Leasehold Interest.

Leasehold Interests. (a) Schedule 3.18(a) sets forth a true and complete list of all material leasesSeller’s representations, subleases, rental or other occupancy agreements relating to any real property and any rights to use or occupy real property, or rights or interests therein, held by the Company or any of its Subsidiaries as lessee or sublessee (in each case, whether recorded or unrecorded) and used or held for use in or relating to the Business and, with respect to each such lease, sublease, rental or other occupancy or use agreement, briefly describes the use of such interest in the operation of the Business, any leased reserveswarranties, and certain other details as set forth in Schedule 3.18(a) (the "Leasehold Interests"). All of statements regarding the Leasehold Interests are complete, current, and accurate, do not contain or will not contain any untrue statement of material fact, and do not omit or will not omit to state any fact necessary to make each such representation, warranty, or statement accurate and not misleading in any material respect. As to the Leasehold Interests: (a) all leases under which the Seller leases any real property (the “Real Property Leases”) are valid and in full force and effect and constitute binding obligations of the Seller and the counterparties thereto, and Seller enjoys peaceful and undisturbed possession of the Real Property Leases, in accordance with their terms and neither the applicable lessee or sublessee, nor, to the Knowledge respective terms; (b) there are not any existing defaults by Seller under any of the Company, any other party thereto is Real Property Leases that would give the lessor under such Real Property Lease the right to terminate such Real Property Lease or amend or modify such Real Property Lease in default a manner adverse to Seller or breach with respect to any of its obligations thereunder and there Buyer (after Closing); (c) no event has not occurred any event which, with after notice or lapse of time or both, would constitute a default by Seller under any Real Property Lease, where such default or breach. All payments required if uncured would give the lessor under all Leasehold Interests, including all rents, royalties, taxes, maintenance or concession fees, annual filings, and additional rents have been made in accordance with such Real Property Lease the terms of the applicable lease or use agreement, as required by such Governmental Authority, or as required by the grantor of such concession. For all Leasehold Interests relating to mining rights that are not actively mined, such right to mine terminate such Real Property Lease or amend or modify such Real Property Lease in a manner adverse to the Seller or Buyer (after Closing); (d) Seller has not been terminatedsubleased, expired assigned or forfeitedotherwise granted to any person the right to use or occupy such Real Property Leases or any portion thereof; and (e) Seller will convey all Real Property Leases free of pledges, except for such terminations, expirations or forfeitures which would not be reasonably likely to, individually or in the aggregate, have a Material Adverse Effect. The Company has not received any written notice that there are any underlying mortgages or deeds of trust affecting other encumbrances on all leasehold interests in any leased real property and having priority over the Leasehold Interest, or rights or interests therein, used by the Company. The Company is in full use or possession of the real property or portion thereof subject to the Leasehold Interests, or rights or interests granted therein. To the Knowledge of the Company, the Company is not using any real property or interest therein subject to a Leasehold Interest in violation of any Applicable LawReal Property Lease.

Leasehold Interests. (a) Schedule 3.18(a) sets forth a true and complete list of all material leasesThe representations, subleases, rental or other occupancy agreements relating to any real property and any rights to use or occupy real property, or rights or interests therein, held by the Company or any of its Subsidiaries as lessee or sublessee (in each case, whether recorded or unrecorded) and used or held for use in or relating to the Business and, with respect to each such lease, sublease, rental or other occupancy or use agreement, briefly describes the use of such interest in the operation of the Business, any leased reserveswarranties, and certain other details as set forth in Schedule 3.18(a) (the "Leasehold Interests"). All statements of Sellers regarding the Leasehold Interests are complete, current, and accurate, do not contain or will not contain any untrue statement of material fact, and do not omit or will not omit to state any fact necessary to make each such representation, warranty, or statement accurate and not misleading in any material respect. As to the Leasehold Interests: (a) all leases under which the Sellers lease any real property (the “Real Property Leases”) are valid and in full force and effect and constitute binding obligations of the Sellers and the counterparties thereto, and Seller enjoys peaceful and undisturbed possession of the Real Property Leases, in accordance with their terms and neither respective terms; (b) there are not any existing default by the applicable lessee Sellers under any of the Real Property Leases that would give the lessor under such Real Property Lease the right to terminate such Real Property Lease or sublessee, nor, amend or modify such Real Property Lease in a manner adverse to the Knowledge of the Company, any other party thereto is in default Sellers or breach with respect to any of its obligations thereunder and there Buyer (after Closing); (c) no event has not occurred any event which, with after notice or lapse of time or both, would constitute a default by Sellers under any Real Property Lease, where such default or breach. All payments required if uncured would give the lessor under all Leasehold Interests, including all rents, royalties, taxes, maintenance or concession fees, annual filings, and additional rents have been made in accordance with such Real Property Lease the terms of the applicable lease or use agreement, as required by such Governmental Authority, or as required by the grantor of such concession. For all Leasehold Interests relating to mining rights that are not actively mined, such right to mine has terminate such Real Property Lease or amend or modify such Real Property Lease in a manner adverse to the Sellers or Buyer (after Closing); (d) Sellers have not been terminatedsubleased, expired assigned or forfeited, except for such terminations, expirations or forfeitures which would not be reasonably likely to, individually or in otherwise granted to any person the aggregate, have a Material Adverse Effect. The Company has not received any written notice that there are any underlying mortgages or deeds of trust affecting any leased real property and having priority over the Leasehold Interest, or rights or interests therein, used by the Company. The Company is in full right to use or possession of the real property occupy such Real Property Leases or any portion thereof subject to the Leasehold Intereststhereof; and (e) Sellers have not pledged, mortgaged or rights or interests otherwise granted therein. To the Knowledge of the Company, the Company is not using an encumbrance on its leasehold interest in any real property or interest therein subject to a Leasehold Interest in violation of any Applicable LawReal Property Lease.

Leasehold Interests. (a) Schedule 3.18(a) sets forth Seller has previously delivered to Buyer a true true, correct and complete list copy of all material leaseseach of the Leases, subleasesas amended to date. Each of the Leases is in full force and effect. With respect to each of the Leases, rental there exists no default by Seller or, to the knowledge of Seller, by any lessor or other occupancy agreements relating third party thereunder, that has affected or could reasonably be expected to materially affect the rights and privileges thereunder of Seller or upon assignment to it, the Company. No party to any real property and any rights to use or occupy real propertyLease has given Seller written or, or rights or interests therein, held by the Company or any of its Subsidiaries as lessee or sublessee (in each case, whether recorded or unrecorded) and used or held for use in or relating to the Business andknowledge of Seller, oral notice of or made any claim with respect to each any breach or default with respect EXECUTION COPY to any such leaseLease, except such as have been cured or waived. Seller has not entered into any sublease, rental license or other agreement granting to any person or entity any right to the use, occupancy or enjoyment of, or the right to purchase, any LA Store or any portion thereof. To the knowledge of Seller, the current use agreement, briefly describes the use of such interest in the and operation of the BusinessLA Stores is in material compliance with all applicable laws (including, any leased reserveswithout limitation, laws relating to zoning and land use and to the protection of human health and the environment) and public and private covenants and restrictions, and certain other details as set forth in Schedule 3.18(a) (Seller has not received any notice of material non-compliance with any applicable laws, nor, to the "Leasehold Interests")knowledge of Seller, is there any valid basis for such a notice. All material certificates of occupancy, permits and licenses of all governmental authorities having jurisdiction over the LA Stores required to have been issued to enable the LA Stores to be lawfully occupied and used for all of the Leasehold Interests purposes for which the LA Stores are currently occupied and used have been lawfully issued and are in full force and effect in accordance with their terms and neither effect. To the applicable lessee knowledge of Seller, there exists no restrictive covenant, ordinance or sublessee, nor, land use restriction that could reasonably be expected to materially detract from the Knowledge use or value of the Company, any other party thereto is in default or breach with respect to any of its obligations thereunder LA Stores and there has not occurred any event which, with notice or lapse of time or both, would constitute such default or breachthe Leases. All payments required under all Leasehold Interests, including all rents, royalties, taxes, maintenance or concession fees, annual filings, and additional rents have been made in accordance with the terms of the applicable lease or use agreement, as required by such Governmental Authority, or as required by the grantor of such concession. For all Leasehold Interests relating to mining rights that are not actively mined, such right to mine has not been terminated, expired or forfeited, except for such terminations, expirations or forfeitures which would not be reasonably likely to, individually or in the aggregate, have a Material Adverse Effect. The Company Seller has not received any written notice that there are notification of any underlying mortgages pending, threatened or deeds contemplated condemnation proceeding affecting the LA Stores or any portion thereof. For the purposes of trust affecting this Agreement, "the knowledge of Seller" shall refer to actual knowledge of any leased real property and having priority over the Leasehold Interest, or rights or interests therein, used by the Company. The Company is in full use or possession of the real property or portion thereof subject to the Leasehold Interests, or rights or interests granted therein. To the Knowledge of the Company, the Company is not using any real property or interest therein subject to a Leasehold Interest individuals listed in violation of any Applicable LawSchedule 2.07.