Common use of Real Property; Assets Clause in Contracts

Real Property; Assets. Schedule 3.15 sets forth a true and complete list and a brief description of each of the Real Property Assets showing the name of the applicable facility and common address and record title holder. Seller has provided or made available to Acquiror for each Real Property Asset, the legal description of such Real Property Asset and a description of the location thereof, improvements thereto and the uses being made thereof. Each of the Companies owns good, marketable and insurable (at ordinary rates) title in fee simple absolute to all of the Real Property Assets (other than the Additional Real Property Assets and the Ground Leased Asset) and to all buildings, structures and other improvements thereon, in each case subject only to the Permitted Liens. At the First Closing, AHC Borrower shall own good, marketable and insurable (at ordinary rates) title in fee simple absolute to the FDL Real Property Asset and the Lynnwood Real Property Asset, and to all buildings, structures and other improvements thereon, in each case subject only to the Permitted Liens, and ALS Venture shall own good, marketable and insurable (at ordinary rates) title in fee simple absolute to the Winston-Salem Real Property Asset, and to all buildings, structures and other improvements thereon, in each case subject only to the Permitted Liens. Except as set forth on Schedule 3.15, each of the Companies has fulfilled and performed in all material respects all of its respective obligations, and all obligations binding upon any Real Property Asset, under each of the agreements or encumbrances to which any Real Property Asset is subject, and none of the Companies is in breach or default under, or in violation of or noncompliance with, in any material respect, any such agreements or encumbrances, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach, default, violation or noncompliance. Except as set forth on Schedule 3.15, the consummation of the transactions contemplated by this Agreement or the Tax Matters Agreement will not result in any breach or violation of, default under or noncompliance with, or any forfeiture or impairment of any rights under, any agreement or encumbrance to which any of the Real Property Assets is subject, or require any consent, approval or act of, or the making of any filing with, any Person party to or benefited by or possessing the power or authority to exercise rights or remedies under or with respect to any such agreement or

Real Property; Assets. Schedule 3.15 sets forth a true and complete list and a brief description of each of the Real Property Assets showing the name of the applicable facility and common address and record title holder. Seller has provided or made available to Acquiror for each Real Property Asset, the legal description of such Real Property Asset and a description of thereof, the location thereof, the improvements thereto and the uses being made thereof. Each of Except as set forth in Schedule 3.15, the Companies Company and the Company Subsidiaries owns good, marketable and insurable (at ordinary rates) title in fee simple absolute to all of the Real Property Assets (other than the Additional Real Property Assets and the Ground Leased Asset) and to all buildings, structures and other improvements thereon, in each case subject only to the Permitted Liens. At the First Closing, AHC Borrower shall own good, marketable and insurable (at ordinary rates) title in fee simple absolute to the FDL Real Property Asset and the Lynnwood Real Property Asset, and to all buildings, structures and other improvements thereon, in each case subject only to the Permitted Liens, and ALS Venture shall own good, marketable and insurable (at ordinary rates) title in fee simple absolute to the Winston-Salem Real Property Asset, and to all buildings, structures and other improvements thereon, in each case subject only to the Permitted Liens. Except as set forth on Schedule 3.15, each of the Companies has Company and the Company Subsidiaries have fulfilled and performed in all material respects all of its their respective obligations, and all obligations binding upon any Real Property Asset, under each of the agreements or encumbrances to which any Real Property Asset is subject, and none of the Companies Company and the Company Subsidiaries is in breach or default under, or in violation of or noncompliance with, in any material respect, any such agreements or encumbrances, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach, default, violation or noncompliance. Except as set forth Subject to obtaining the Seller Required Third Party Consents, the Indemnitor Required Third Party Consents and the consents listed on Schedule 3.155.10, the consummation of the transactions contemplated by this Agreement or and the Tax Matters Agreement will not result in any breach or violation of, default under or noncompliance with, or any forfeiture or impairment of any rights under, any agreement or encumbrance to which any of the Real Property Assets is subject, or require any consent, approval or act of, or the making of any filing with, any Person party to or benefited by or possessing the power or authority to exercise rights or remedies under or with respect to any such agreement oror encumbrance. All public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to the Real Property Assets, and each of the Real Property Assets has unlimited access to and from publicly dedicated streets, the responsibility for maintenance of which has been accepted by the appropriate Governmental Authority. Complete and correct copies of any surveys in the Company's or any of the Company Subsidiaries' possession and any policies of title insurance currently in force and in the possession of the Company or any of the Company Subsidiaries with respect to each such parcel have heretofore been delivered or made available to Acquiror. Subject to Article IX and except as set forth in Schedule 3.15, neither the whole nor any part of any Real Property Asset, including any Ground Leased Asset or any real property leased, used or occupied by any of the Company or the Company Subsidiaries, is subject to any pending suit for condemnation or other taking by any public authority, and, to the Knowledge of the Selling Parties, no such condemnation or other taking is threatened or contemplated. Subject to Article IX, neither the whole nor any part of any Real Property Asset, including any Ground Leased Asset or any real property leased, used, owned or occupied by any of the Company or the Company Subsidiaries, is subject to any casualty or loss that has not been repaired and restored (and for which all costs in connection therewith have been paid in full).

Real Property; Assets. Schedule 3.15 sets forth (a) SCHEDULE 3.04(a) is a true and complete list identifying the Owned Real Property and a brief description of each which of the Real Property Assets showing Sellers is the name of the applicable facility and common address and record title holderowner thereof. Seller has provided or Sellers have made available to Acquiror for Purchaser with respect to each Owned Real Property Asset, the legal description of such Real Property Asset address thereof and a general description thereof, a general description of the location thereof, improvements thereto and the uses being made thereofthereof in the Business. Each of Except as set forth in SCHEDULE 3.04(a), the Companies Seller listed on SCHEDULE 3.04(a) owns good, good and marketable and insurable (at ordinary rates) title in fee simple absolute to all of the Owned Real Property Assets (other than the Additional Real Property Assets and the Ground Leased Asset) identified on such Schedule and to all buildings, structures and other improvements located thereon (collectively, together with the Company's right, title and interest in and to the Leased Real Property and the buildings, structures and other improvements located thereon, the "FACILITIES"), in each case subject only to the Permitted Liens. At the First Closing, AHC Borrower shall own good, marketable and insurable (at ordinary rates) title in fee simple absolute to the FDL Real Property Asset and the Lynnwood Real Property Asset, and to all buildings, structures and other improvements thereon, in each case subject only to the Permitted Liens, and ALS Venture shall own good, marketable and insurable (at ordinary rates) title in fee simple absolute to the Winston-Salem Real Property Asset, and to all buildings, structures and other improvements thereon, in each case subject only to the Permitted LiensEncumbrances. Except as set forth on Schedule 3.15SCHEDULE 3.04(a), each of the Companies has fulfilled and performed Sellers have complied in all material respects with all of its respective obligationsencumbrances, agreements and all other obligations which may be binding upon any Real Property Asset, under each of the agreements Owned Real Properties or encumbrances to which any Owned Real Property Asset is may be subject, and none of the Companies Sellers is in breach or default under, or in violation of or noncompliance with, in any material respect, any such encumbrances, agreements or encumbrances, obligations and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach, default, violation or noncompliance. Except All public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to the Facilities, and each of the Facilities has access to and from publicly dedicated streets, the responsibility for maintenance of which has been accepted by the appropriate Governmental Authority. Complete and correct copies of any surveys in any of the Sellers' possession and any policies of title insurance currently in force and in the possession of any of Sellers with respect to each such parcel have heretofore been or shall promptly be made available to Purchaser. Subject to SECTION 9.02 and except as set forth on Schedule 3.15in SCHEDULE 3.04(a), neither the consummation of the transactions contemplated by this Agreement or the Tax Matters Agreement will not result in whole nor any breach or violation of, default under or noncompliance with, or any forfeiture or impairment part of any rights underOwned Real Property is subject to any pending suit for condemnation or other taking by any public authority, and, to the Knowledge of Sellers, no such condemnation or other taking is threatened or contemplated. Subject to SECTION 9.01, neither the whole nor any agreement material part (as defined in SECTION 9.01) of any Owned Real Property used, owned or encumbrance to which occupied by any of the Real Property Assets Sellers is subject, or require any consent, approval or act of, or the making of any filing with, any Person party to or benefited by or possessing the power or authority to exercise rights or remedies under or with respect subject to any such agreement orcasualty or loss that has not been repaired and restored (and for which all costs in connection therewith have been paid in full).

Real Property; Assets. Schedule 3.15 sets forth a true (a) The Borrower and complete list and a brief description of each of the its Consolidated Subsidiaries that proposes to purchase or otherwise acquire a fee ownership interest in a Real Property Assets showing Asset subsequent to the name Effective Date shall (i) promptly, but in any event within ten (10) Business Days, of any such proposed purchase or other acquisition, provide written notice thereof to the applicable facility and common address and record title holder. Seller has provided or made available to Acquiror for each Real Property AssetAdministrative Agent, the legal setting forth with specificity a description of such Real Property Asset to be purchased or otherwise acquired and an appraisal or the Borrower's or any such Consolidated Subsidiary's good faith estimate of the current fair market value of such Real Property Asset and (ii) the Borrower and each of its applicable Domestic Subsidiaries shall promptly execute and deliver to the Administrative Agent, a Mortgage granting to the Collateral Agent a second priority Lien on such Real Property Asset (excluding any Real Property Assets of any Foreign Subsidiary), subject only to the first priority Lien of the New Working Capital Facility Agent so long as any obligations or commitments are outstanding under the New Working Capital Facility and such other documents or instruments as the Administrative Agent shall reasonably request at the written direction of the Required Lenders with respect to such Real Property Asset, including, without limitation, a Phase I environmental report, mortgage title insurance, a survey and a description local counsel opinion as to the enforceability of (A) any mortgage with respect thereto, (B) the Lien created by the mortgage, (C) any UCC financing statements filed, (D) the perfection resulting from the filing of such UCC financing statements and, if required by the Administrative Agent at the written direction of the location thereofRequired Lenders, improvements thereto supplemental casualty insurance and the uses being made thereofflood insurance. Each of the Companies owns good, marketable Borrower and insurable (at ordinary rates) title in fee simple absolute to all of the Real Property Assets (other than the Additional Real Property Assets and the Ground Leased Asset) and to all buildings, structures and other improvements thereon, in each case subject only to the Permitted Liens. At the First Closing, AHC Borrower shall own good, marketable and insurable (at ordinary rates) title in fee simple absolute to the FDL Real Property Asset and the Lynnwood Real Property Asset, and to all buildings, structures and other improvements thereon, in each case subject only to the Permitted Liens, and ALS Venture shall own good, marketable and insurable (at ordinary rates) title in fee simple absolute to the Winston-Salem Real Property Asset, and to all buildings, structures and other improvements thereon, in each case subject only to the Permitted Liens. Except as set forth on Schedule 3.15, each of the Companies has fulfilled and performed in all material respects all of its respective obligationsapplicable Domestic Subsidiaries shall use commercially reasonable efforts to obtain a Landlord's Waiver, and all obligations binding upon any Real Property Asset, under each of the agreements or encumbrances to which any Real Property Asset is subject, and none of the Companies is in breach or default under, or in violation of or noncompliance with, in any material respect, any such agreements or encumbrances, and no event has occurred and no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute such a breach, default, violation or noncompliance. Except as set forth on Schedule 3.15, the consummation of the transactions contemplated by this Agreement or the Tax Matters Agreement will not result in any breach or violation of, default under or noncompliance with, or any forfeiture or impairment of any rights under, any mortgagee agreement or encumbrance to which any Bailee Letter, as applicable, from the lessor of the Real Property Assets is subjecteach leased property, mortgagee of owned property or require any consent, approval or act of, or the making of any filing with, any Person party to or benefited by or possessing the power or authority to exercise rights or remedies under or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located that has an aggregate fair market value or book value (whichever is higher as determined under GAAP) in excess of $75,000, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Required Lenders. After the Effective Date, no new real property or new warehouse space shall be leased by any Loan Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Effective Date if the Collateral to be stored or located at such location (i) has an aggregate fair market value or purchase price (whichever is higher, as determined by the Administrative Agent or its counsel or the Required Lenders ) in excess of $75,000 or (ii) has an aggregate fair market value or purchase price (whichever is higher, as determined by the Administrative Agent or its counsel or the Required Lenders) when aggregated with Collateral which has been stored at new real property or new warehouse spaces leased after the Effective Date or shipped to a processor or converter under arrangements established after the Effective Date in excess of $500,000, without the prior written consent of the Required Lenders or, unless and until a reasonably satisfactory landlord agreement oror bailee letter, as appropriate, shall first have been obtained with respect to such location.