Common use of Leases of Real Property Clause in Contracts

Leases of Real Property. Section 3.35 of the Disclosure Letter sets out all leases and agreements to lease (the "Real Property Leases") under which the Corporation or a Subsidiary thereof leases any real property (collectively, the "Leased Premises"). The Vendors have provided complete and correct copies of the Real Property Leases to the Purchaser, except the leases with WPP, which will terminate at Closing upon acquisition by the Purchaser of the Canadian Real Property. Section 3.35 of the Disclosure Letter describes, for each Real Property Lease other than leases with WPP: (a) the names of the parties to the Real Property Leases; (b) a description of the Leased Premises (including municipal address and legal description); (c) the expiration of the term and any rights of renewal; (d) rent and other amounts payable; (e) the current use of such property; and (f) any restrictions with respect to change of control, assignment or business combinations. Each Real Property Lease is in good standing and in full force and effect and the Corporation or a Subsidiary thereof is exclusively entitled to all rights and benefits as lessee under the Real Property Leases and the Corporation or such Subsidiary (as applicable) has not sublet, assigned or otherwise conveyed any rights in the Leased Premises or in the Real Property Leases to any Person. For each Real Property Lease, the Corporation or its Subsidiary (as applicable) has: (i) paid all rental and other requisite payments; (ii) performed all obligations required by it, and to the Vendors' knowledge, the other party has not defaulted under any of its obligations; and (iii) except as set out in Section 3.23 of the Disclosure Letter not been in breach of any Laws (including building and zone laws), covenant, restriction or official plan. The Corporation or a Subsidiary thereof owns and have good and marketable title, free and clear of all Encumbrances (other than Permitted Encumbrances), to all chattels (specifically excluding any Buildings and Fixtures) located on the Leased Premises and have adequate rights of ingress and egress to each of the Leased Premises for the operation of the Business. For the avoidance of doubt, the Real Property Lease for the property located at 102, 2317 – ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ will be terminated at or prior to Closing, with the security deposit returned to the Corporation.

Leases of Real Property. Section 3.35 of the Disclosure Letter sets out all leases and agreements to lease (the "Real Property Leases") under which the Corporation or a Subsidiary thereof leases any real property (collectively, the "Leased Premises"). The Vendors have provided complete and correct copies of the Real Property Leases to the Purchaser, except the leases with WPP, which will terminate at Closing upon acquisition by the Purchaser of the Canadian Real Property. Section 3.35 of the Disclosure Letter describes, for each Real Property Lease other than leases with WPP: (a) Other than the names of premises referred in subsection (b), the parties to the Company does not lease or occupy any other Real Property Leases;Property. (b) a description The Premises used by the Company are occupied pursuant to the Leases, the material terms of which are set out in Schedule 3.1.28. There have been no amendments to any of the Leased Premises (including municipal address and legal description);Leases other than as identified in such Schedule. (c) the expiration Each of the term Leases is valid and any rights of renewal;enforceable in accordance with its terms against the parties thereto. (d) rent Each of the Leases covers the entire estate it purports to cover and other amounts payable;following Closing, for Leases pursuant to which the Company is a lessee, will continue to entitle the Company to the use, occupancy and possession of the real property specified in the Lease for the purposes for which such property is currently used. (e) All payments required to be paid by the current use Company pursuant to the Leases have been paid when due and the Company is not otherwise in default in meeting its obligations under any of such property; andthe Leases. (f) Except as described in Schedule 3.1.28, to the knowledge of the Shareholders none of the other parties to the Leases are in default in meeting any restrictions with respect of their respective obligations under its respective lease or sublease, as applicable. (g) No event exists which, but for the passing of time or the giving of notice, or both, would constitute a default by any party to change any of control, assignment or business combinations. Each Real Property the Leases and no party to any Lease is in good standing and in full force and effect and the Corporation claiming any such default or a Subsidiary thereof is exclusively entitled to all rights and benefits as lessee under the Real Property Leases and the Corporation or taking any action purportedly based upon any such Subsidiary default. (as applicableh) The Company has not subletwaived, assigned or otherwise conveyed omitted to take any action in respect of, any of its rights in the Leased Premises or in the Real Property Leases to under any Person. For each Real Property Lease, the Corporation or its Subsidiary (as applicable) has: . (i) paid all rental and other requisite payments; (ii) performed all obligations required by itExcept as described in Schedule 3.1.28, and to the Vendors' knowledge, the other party has not defaulted under any of its obligations; and (iii) except as set out in Section 3.23 of the Disclosure Letter not been in breach of any Laws (including building and zone laws), covenant, restriction or official plan. The Corporation or a Subsidiary thereof owns and have good and marketable title, free and clear of all Encumbrances (other than Permitted Encumbrances), to all chattels (specifically excluding any Buildings and Fixtures) located on the Leased Premises and have adequate rights of ingress and egress to each of the Leased Premises for the operation Shareholder’s knowledge, there are no non-disturbance agreements, lessor forbearance agreements, lessor waiver agreements or similar agreements affecting any of the Business. For the avoidance of doubt, the Real Property Lease for the property located at 102, 2317 – ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ will be terminated at or prior to Closing, with the security deposit returned to the CorporationLeases.

Leases of Real Property. (i) Section 3.35 3.3(n) of the Buyer Disclosure Letter sets out forth the address of each Buyer Leased Property and lists all leases leases, assignments or subleases for the Buyer Leased Property, including all amendments and agreements to lease modifications in connection therewith (the "Real Property “Buyer Leases") under which the Corporation or a Subsidiary thereof leases any real property (collectively, the "Leased Premises"”). The Vendors have provided True, correct and complete and correct copies of the Real Property Leases to the Purchaser, except the leases with WPP, which will terminate at Closing upon acquisition by the Purchaser each of the Canadian Real Property. Section 3.35 of the Disclosure Letter describes, for each Real Property Lease other than leases with WPP: (a) the names of the parties Buyer Leases have been provided to the Real Property Leases; (b) a description of the Leased Premises (including municipal address and legal description); (c) the expiration of the term and any rights of renewal; (d) rent and other amounts payable; (e) the current use of such property; and (f) any restrictions with respect to change of control, assignment or business combinations. Each Real Property Lease is in good standing and in full force and effect Sirius and the Corporation or a Subsidiary thereof is exclusively entitled to all rights and benefits as lessee under the Real Property Leases and the Corporation or such Subsidiary (as applicable) has not sublet, assigned or otherwise conveyed any rights in the Leased Premises or in the Real Property Leases to any Person. For each Real Property Lease, the Corporation or its Subsidiary (as applicable) has: (i) paid all rental and other requisite payments; Vendors. (ii) performed all obligations required by itEach Buyer Lease is valid and binding on the applicable Buyer Entity and, and to the Vendors' knowledgeknowledge of Buyer, each of the other party has not defaulted under any of its obligations; and (iii) except as set out in Section 3.23 parties thereto. One of the Disclosure Letter not been Buyer Entities is the beneficial owner of the leasehold interest in breach of any Laws (including building and zone laws), covenant, restriction or official plan. The Corporation or a Subsidiary thereof owns and have good and marketable title, each Buyer Leased Property free and clear of all material Encumbrances (other than Encumbrances affecting the landlord’s interest in the Buyer Leased Property and Permitted Encumbrances) (iii) None of the Buyer Entities is in breach of or default under any Buyer Lease in any material respect and, to the knowledge of Buyer, none of the other parties to any of the Buyer Leases is in breach or default under any Buyer Lease in any material respect. All amounts due and owing under the Buyer Leases have been paid and no material waiver, indulgence or postponement of the applicable Buyer Entity’s obligations under any of the Buyer Leases has been granted by the lessor. (iv) None of the Buyer Entities is party to, or under any agreement to become a party to, or have any right or interest in, any material lease, licence, occupancy agreement or other agreement with respect to real property other than the Buyer Leases. (v) To the knowledge of Buyer, (A) the Buyer Leased Property is in material compliance with all chattels applicable deed restrictions or covenants and all applicable building and use, zoning and subdivision Laws and (specifically excluding any Buildings and FixturesB) located on the Leased Premises and Buyer Entities have adequate rights of ingress and egress to into each of the Buyer Leased Premises Property for the operation of the Buyer Business. For the avoidance of doubt, the Real Property Lease for the property located at 102, 2317 – ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ will be terminated at or prior to Closing, with the security deposit returned to the Corporation.