Common use of Leased Properties Clause in Contracts

Leased Properties. Schedule 3.1(u) of the Disclosure Letter sets out all of the Leased Properties. The Leased Properties are the only real properties leased by the Corporation and the Leases are in good standing, valid and in full force and effect. True and complete copies of all Leases have been Made Available to Purchaser. With respect to the Leases: (i) all rents, additional rents, security and rental deposits and any other amounts which are to be paid by the lessee have been paid to date; (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by any lessor; (iii) except as would not be material, the Corporation is not in breach, default or violation of any of the Leases or alleged to be in such breach, default or violation; (iv) each of the Leased Properties is adequate and suitable for the purposes for which it is presently being used and the Corporation has adequate legal rights of ingress and egress into each of the Leased Properties for the operation of its Business in the Ordinary Course; (v) the Corporation has not subleased, assigned, licensed or otherwise granted any Person the right to use or occupy any of the Leased Properties or any portion thereof; (vi) the Corporation has not received any written notice from any Governmental Entity asserting any violation or alleged violation of applicable Laws with respect to any of the Leased Properties that remains uncured or that would reasonably be expected to be material; and (vii) there are no other amendments or side agreements (or ongoing negotiations therefor) that impact the Leased Properties.

Leased Properties. Schedule 3.1(u) The attached LEASED REAL PROPERTY SCHEDULE sets forth a list of the Disclosure Letter sets out all of the Leased Propertiesleases and subleases ("LEASES") and each leased and subleased parcel of real property in which the Company and its Subsidiaries have a leasehold and subleasehold interest (the "LEASED REAL PROPERTY"). The Leased Properties Company and its Subsidiaries hold a valid and existing leasehold or subleasehold interest under each of the Leases. With respect to each Lease listed on the LEASED REAL PROPERTY SCHEDULE, there are the only real properties leased by the Corporation no disputes, oral agreements, or forbearance programs in effect as to such Lease and the Leases are Company and its Subsidiaries have not assigned, transferred, conveyed, mortgaged, deeded in good standingtrust or encumbered any interest in such Lease. With respect to each lease and sublease listed on the LEASED REAL PROPERTY SCHEDULE: (a) the lease or sublease is legal, valid valid, binding, enforceable and in full force and effect. True effect and complete copies will continue to be so on identical terms immediately following the Closing; (b) neither the Company and its Subsidiaries nor any other party to the lease or sublease is in material breach or default, and no event has occurred which, with notice of lapse of time, would constitute such a material breach or default or permit termination, modification or acceleration under the lease or sublease; (c) neither the Company and its Subsidiaries nor any Seller has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (d) all Leases have been Made Available buildings, improvements or other property leased or subleased thereunder are supplied with utilities and other services necessary for the operation thereof (including gas, electricity, water, telephone, sanitary and storm sewer, and access to Purchaser. With public roads); and (e) with respect to each sublease, to the Knowledge of the Company the representations and warranties set forth in subparagraphs (a) through (d) above are true and correct with respect to the Leases: (i) all rents, additional rents, security and rental deposits and any other amounts which are to be paid by the lessee have been paid to date; (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by any lessor; (iii) except as would not be material, the Corporation is not in breach, default or violation of any of the Leases or alleged to be in such breach, default or violation; (iv) each of the Leased Properties is adequate and suitable for the purposes for which it is presently being used and the Corporation has adequate legal rights of ingress and egress into each of the Leased Properties for the operation of its Business in the Ordinary Course; (v) the Corporation has not subleased, assigned, licensed or otherwise granted any Person the right to use or occupy any of the Leased Properties or any portion thereof; (vi) the Corporation has not received any written notice from any Governmental Entity asserting any violation or alleged violation of applicable Laws with respect to any of the Leased Properties that remains uncured or that would reasonably be expected to be material; and (vii) there are no other amendments or side agreements (or ongoing negotiations therefor) that impact the Leased Propertiesunderlying lease.

Leased Properties. Schedule 3.1(u) Section 11.1 of the Disclosure Letter Schedule sets out forth a list of all of the leases, licenses and subleases of real property to which any Group Company is a party to or bound by (each a “Lease” and, collectively, the “Leases”) and each leased, licensed and subleased parcel of real property in which any Group Company has a leasehold or subleasehold interest (the “Leased PropertiesReal Property”). The Leased Properties Each Group Company holds a valid and existing leasehold or subleasehold interest under each of the Leases. With respect to each Lease listed on Section 11.1 of the Disclosure Schedule: (a) there are no disputes, oral agreements or forbearance programs in effect as to such Lease and no Group Company has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in such Lease; (b) the only real properties leased by the Corporation and the Leases are in good standingLease is legal, valid valid, binding, enforceable and in full force and effect. True effect and complete copies will continue to be so on substantially identical terms immediately following the Closing; (c) neither any Group Company nor any other party to any Lease is in breach or default, and no event has occurred which, with notice or lapse of all Leases have time or both, would constitute a breach or default or permit termination, modification or acceleration under the Lease or sublease; (d) such Lease has not been Made Available to Purchaser. With respect to amended or modified in any respect; (e) neither any Group Company nor the Leases: Seller has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold, license agreement or subleasehold; (if) all rentsbuildings, additional rentsimprovements and other property leased, security licensed or subleased thereunder are supplied with utilities and rental deposits and any other amounts which are to be paid by the lessee have been paid to date; (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by any lessor; (iii) except as would not be material, the Corporation is not in breach, default or violation of any of the Leases or alleged to be in such breach, default or violation; (iv) each of the Leased Properties is adequate and suitable for the purposes for which it is presently being used and the Corporation has adequate legal rights of ingress and egress into each of the Leased Properties services necessary for the operation thereof (including gas, electricity, water, telephone, sanitary and storm sewer, and access to public roads); (g) if required by applicable law or regulation, all of its Business Leases required to be set forth on Section 11.1 of the Disclosure Schedule have been registered with the competent lease registration authority in the Ordinary Course; jurisdiction in which such Leases are entered into in accordance with applicable laws and regulations and (vh) the Corporation has transactions contemplated by the Transaction Documents will not subleasedrequire the consent of any landlord, assigned, licensed licensor or otherwise granted any Person sublandlord or the right Company will provide such consent prior to use or occupy any of the Leased Properties or any portion thereof; (vi) the Corporation has not received any written notice from any Governmental Entity asserting any violation or alleged violation of applicable Laws with respect to any of the Leased Properties that remains uncured or that would reasonably be expected to be material; and (vii) there are no other amendments or side agreements (or ongoing negotiations therefor) that impact the Leased PropertiesClosing.

Leased Properties. FLS leases no real property whether as lessor ----------------- or lessee. To the Knowledge of Seller, Schedule 3.1(u2.16(b) describes ------------- the leased real property requiring annual lease payments in excess of $50,000 (the Disclosure Letter sets out all "Leased Real Property") used by AmeriSteel in the operation of the Leased Properties. The Leased Properties are the only real properties leased by the Corporation and the Leases are in good standing, valid and in full force and effect. True and complete copies of all Leases have been Made Available to Purchaserits business. With respect to such Leased Real Property and to the LeasesKnowledge of Seller: (i) AmeriSteel enjoys peaceful and undisturbed possession under all rents, additional rents, security and rental deposits and any other amounts which are to be paid by the lessee have been paid to datesuch leases; (ii) AmeriSteel has not granted and there are no waiverleases, indulgence subleases, licenses, concessions, or postponement other agreements, written or oral, granting to any person the right of the lessee’s obligations has been granted by use or occupancy of any lessorportion of such parcel; (iii) except as would not be materialAmeriSteel has no outstanding options or rights of first refusal to purchase such parcel, the Corporation is not in breach, default or violation of any of the Leases portion thereof or alleged to be in such breach, default or violationinterest therein; (iv) each of the Leased Properties is adequate such parcel has permanent, direct, immediate and suitable for the purposes for which it is presently being used and the Corporation has adequate legal uninterrupted rights of ingress access to dedicated public rights of way and egress into each of the Leased Properties roads sufficient for the operation of its Business in AmeriSteel's business, and all necessary curb cut permits or other necessary authorizations have been obtained from all applicable governmental authorities or agencies allowing the Ordinary Courseparcel to connect and/or tie directly into such public rights of way; (v) no fact or condition exists which would prohibit or adversely affect the Corporation has not subleasedordinary rights of access to and from such parcel from and to the existing highways and roads and there is no pending or threatened restriction or denial, assignedgovernmental or otherwise, licensed or otherwise granted any Person the right to use or occupy any of the Leased Properties or any portion thereofupon such ingress and egress; (vi) such parcel may be used and occupied for AmeriSteel's business, and there is no law that prohibits the Corporation occupancy of such parcel for such purpose; (vii) AmeriSteel has made no commitments or agreements with any governmental authorities or agencies affecting such Leased Real Property which would be binding on AmeriSteel after the Closing Date, other than described in Schedule 2.16(b); (viii) AmeriSteel has not received ---------------- notice of any written notice from condemnation, proposed condemnation or any Governmental Entity asserting any violation or alleged violation of applicable Laws similar proceeding affecting such Leased Real Property; (ix) such Leased Real Property is serviced by utilities that are available to such Leased Real Property, all such utilities are installed and operating, and all installation and connection charges with respect thereto have been paid in full; (x) all necessary permits and approvals for use of such utilities have been obtained from all governmental agencies or authorities or other entities regulating the use thereof, and there are sufficient utilities available to such Leased Real Property to properly service AmeriSteel's business; (xi) there is no claim of adverse possession or prescriptive rights involving such Leased Real Property, and there are no parties in possession of any portion of the Leased Properties that remains uncured or that would reasonably be expected to be materialsuch parcel other than AmeriSteel; and (viixii) there no public improvements have been commenced and no such public improvements are no other amendments planned, which may result in special assessments against or side agreements (or ongoing negotiations therefor) that impact the otherwise materially adversely affect such Leased PropertiesReal Property which would impose liability upon AmeriSteel.

Leased Properties. (a) Schedule 3.1(u5.19 hereto sets forth a list and summary description (including property location, parties and annual rental payments) of all leases, subleases, management agreements and other agreements as part of or related to the Disclosure Letter sets out Business under which the Seller or any Subsidiary is a lessor or lessee of, or uses or occupies or allows the use or occupancy of, any real property, including but not limited to the Assigned Leases. All such leases, subleases and other agreements are valid and subsisting and in full force and effect, enforceable against each Seller or Subsidiary that is a party thereto in accordance with their terms. True, correct and complete copies of all of the Leased Properties. The Leased Properties are Assigned Leases, and all amendments thereto and assignments thereof have been delivered to the only real properties leased by the Corporation Purchaser and the Leases are in good standing, valid and effective in full force accordance with their respective terms, and effectthere is not, under any of such leases, amendments or assignments, any existing default or event which with notice or lapse of time or both would become a default by or on behalf of the Seller or any Subsidiary, or by or on behalf of any third party. True Each of the Assigned Leases constitute the entire agreement between Seller or its Subsidiary, as the case may be, and complete copies of all Leases have been Made Available to Purchaser. With the respective landlord thereunder with respect to the Leases: Leased Premises covered thereby. No deposits or prepayments have been made by the Seller or any Subsidiary in connection with any Assigned Lease. (b) The leased property listed on Schedule 5.19, including the leased property under the Assigned Leases (i) all rentshas full and free access to and from highways, additional rentsstreets and roads and there is no proceeding pending or, security and rental deposits and to the Knowledge of the Seller or any other amounts which are to be paid by Subsidiary, threatened that could result in the lessee have been paid to date; termination of or material limitations on such access (ii) no waiver, indulgence or postponement is connected to and serviced by utilities and public services all of which are adequate for the use of the lessee’s obligations has been granted by any lessor; real property listed thereon as the Business is currently, and proposed to be, conducted and (iii) except as would not be materialis zoned, platted and permitted for use in the Corporation is not manner in breach, default or violation of any of the Leases or alleged to be in such breach, default or violation; (iv) each of the Leased Properties is adequate and suitable for the purposes for which it is presently currently being used and proposed to be used. There are no pending or, to the Corporation has adequate legal rights of ingress and egress into each Knowledge of the Seller or any Subsidiary, threatened, condemnation proceedings, lawsuits or administrative actions relating to the Leased Properties Premises covered by the Assigned Leases. The buildings and improvements located on the Leased Premises and any uses thereof are not in violation of applicable Legal Requirements, setback requirements, zoning laws and ordinances or deed restrictions, and do not encroach on any easement that may burden the Leased Premises. The Seller and its Subsidiaries have not experienced during the two years preceding the date hereof any material interruption in the delivery of adequate quantities of any utilities (including without limitation electricity, natural gas, potable water, water for cooling or similar purposes and fuel oil) or other public services (including without limitation sanitary and industrial sewer service) required in the operation of the Business during such period and no such material interruption is, to the Knowledge of the Seller or any Subsidiary, threatened. All leases under which the Seller or its Business Subsidiaries lease any real property have been delivered to Purchaser and are in the Ordinary Course; (v) the Corporation has not subleasedgood standing, assignedvalid and effective in accordance with their respective terms, licensed or otherwise granted any Person the right to use or occupy and there is not, under any of the Leased Properties such leases, any existing default or any portion thereof; (vi) the Corporation has not received any written event which with notice from any Governmental Entity asserting any violation or alleged violation lapse of applicable Laws with respect to any time or both would become a default by or on behalf of the Leased Properties that remains uncured Seller or that would reasonably be expected to be material; and (vii) there are no other amendments its Subsidiaries, or side agreements (by or ongoing negotiations therefor) that impact the Leased Propertieson behalf of any third party.

Leased Properties. Schedule 3.1(uSection 2.16(a) of the Disclosure Letter Schedule sets out forth a complete list and the location of all of real property leased or subleased, whether as landlord or tenant, by the Seller or the Subsidiaries, excluding the Excluded Facilities (the “Leased PropertiesReal Property”), identifying the parties thereto. The Leased Properties are Seller has prior to the only real properties leased by date hereof made available to the Corporation and the Leases are in good standing, valid and in full force and effect. True Buyer correct and complete copies of the leases and subleases (and all Leases have been Made Available to Purchaser. With respect amendments, supplements, side letters, estoppels, subordination, nondisturbance and attornment agreements, and other written agreements related thereto) that are in the Seller’s possession (collectively, the “Leases”) covering the properties listed in Section 2.16(a) of the Disclosure Schedule (as amended to the Leases: (idate of this Agreement) and all rentsmaterial licenses, additional rentscertificates of occupancy, security plans, specifications and rental deposits and any other amounts which permits pertaining to the Leased Real Property that are to be paid by in the lessee have been paid to date; (ii) no waiver, indulgence or postponement possession of the lessee’s obligations has been granted by Seller, any lessor; of the Subsidiaries or the Owners. Except (iiix) except as would not be material, otherwise specified in Section 2.16(a) of the Corporation is not in breach, default Disclosure Schedule or violation (y) where the failure of any of the Leases or alleged following to be in such breachtrue and correct does not have, default or violation; (iv) each of the Leased Properties is adequate and suitable for the purposes for which it is presently being used and the Corporation has adequate legal rights of ingress and egress into each of the Leased Properties for the operation of its Business would not reasonably be expected to have, individually or in the Ordinary Course; aggregate, a Material Adverse Effect: (vA) neither the Corporation has not subleased, assigned, licensed or otherwise granted any Person the right to use or occupy Seller nor any of the Leased Properties Subsidiaries, nor to the Knowledge of the Seller, any of their landlords or tenants, as the case may be, is in default under any portion thereof; Lease beyond any applicable notice, grace or cure period, (viB) neither the Corporation Seller nor any of the Subsidiaries has not received any or delivered a written notice from of default or objection to any Governmental Entity asserting party to any violation or alleged violation Lease to pay and perform its obligations and (C) to the Knowledge of applicable Laws the Seller, no event with respect to any Lease which with either notice or the passage of the Leased Properties that remains uncured time or that both would reasonably be expected to be materialbecome an event of default thereunder; (ii) no Lease has been assigned, sublet, mortgaged, deeded in trust or otherwise encumbered by the Seller or any of the Subsidiaries; and (iii) (A) the Leases constitute all written and oral agreements of any kind for the leasing, rental, use or occupancy of the Leased Real Property and are the result of bona fide arms length negotiations between the parties, (B) no third party has the right to cancel or terminate a Lease; and (viiC) there are no refunds, credits, concessions, bonuses, free months’ rental, rebates, finish-out allowances in excess of the building’s standard or other amendments agreements or side agreements (matters affecting the rental for any tenant under any Lease nor any additional payments, accommodations, consideration or ongoing negotiations therefor) that impact unpaid tenant improvement costs due under any of the Leased PropertiesLeases.