Common use of Owned and Leased Real Property Clause in Contracts

Owned and Leased Real Property. (a) The address of each parcel of real property and any interest therein owned by the Company is set forth on Schedule 2.10(a) hereto (each such property or interest, together with any structures, improvements, easements and other rights on or appurtenant thereto, an "Owned Property"). (b) Each parcel of real property and any interest therein that the Company occupies, uses or otherwise has rights to pursuant to a lease, license, occupancy agreement or other agreement (each such agreement, together with all amendments, modifications, extensions and supplements thereto, a "Lease"), is referred to as "Leased Property". The Owned Properties and the Leased Properties are referred to collectively as the "Company Properties". Each Lease is in full force and effect and constitutes the valid and binding obligation of the Company, as applicable, enforceable against the Company in accordance with its terms. There exists no default, or any event which upon the giving of notice or the passage of time, or both, would give rise to any default, in the performance by the Company (or, to the knowledge of the Company, the lessor thereunder), of any of its obligations under any Lease, except for such defaults that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) Except as described on Schedule 2.10(c), the Parent, the Company or one of the Company Subsidiaries is the sole owner and holder of (i) good and marketable fee title to each Owned Property, and (ii) a good, valid and existing leasehold estate, as tenant (or such other rights as described in such Schedule), in each Leased Property, in each case free and clear of all Liens and other encumbrances, restrictions and matters affecting title to or the use and occupancy of such Company Property, except as disclosed on Schedule 2.10(c) hereto ("Permitted Encumbrances"). No Company Property violates the terms or conditions of any Permitted Encumbrance, except for such violations that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (d) To the knowledge of the Company, each Company Property is in good repair and no condition exists which would interfere with the Company's customary use and operation thereof, and no part of any Company Property is subject to any building or use restrictions that would restrict or prevent the current use and operation of such Company Property, except for such conditions or restrictions that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, each Company Property is zoned for its current use, and such current use is in all respects a conforming use. No Governmental Authority having jurisdiction over any Company Property has issued or, to the knowledge of the Company, has threatened to issue, any notice or order that adversely affects the use or operation of any Company Property, or requires, as of the date hereof or a specified date in the future, any repairs, alterations, additions or improvements thereto, or the payment or dedication of any money, fee, exaction or property. There are neither any actual, nor, to the knowledge of the Company, any threatened or contemplated condemnation or eminent domain proceedings that affect any Company Property or any part thereof, and the Company has received no written notice of the intention of any Governmental Authority or other Person to take or use all or any part thereof. The Company has no knowledge of any actual or pending imposition of any assessments for public improvements with respect to any Company Property and, to the knowledge of the Company, no such improvements have been constructed or planned that would be paid for by means of assessments upon any Company Property. To the Company's knowledge, no improvements constituting a part of any Company Property encroach on real property not owned or leased by the Company. The Company has not received any written notice from any insurance company which has issued an insurance policy with respect to any Company Property requesting performance of any structural or other repairs or alterations to such Company Property. Each Company Property consists of sufficient land, parking areas, sidewalks, driveways and other improvements to permit the continued use of such Company Property in the manner and for the purposes to which it is presently devoted.

Owned and Leased Real Property. (a) The address Set forth on Schedule 3.12(a) is a list of the real property owned by the Company (the “Owned Real Property”), together with the legal description of each parcel of real property Owned Real Property, a description of the title insurance policy or a description of other evidence of title issued with respect thereto and any interest therein owned by a description of the Company is type of use of each such parcel. Except for Permitted Liens and Liens set forth on Schedule 2.10(a) hereto (each such 3.12(a), none of which are substantial in character or amount and none of which detract from the value or interfere with the use of the property in any material way, the Company has good and marketable title to the Owned Real Property, free and clear of all options, rights of first refusal, rights to acquire or interestoccupy, together with any structureslicenses, improvementsrestrictions, easements leases, covenants, conditions, easements, agreements, encumbrances, claims, and other rights Liens of every kind and there exists no restriction on the use or appurtenant theretotransfer of such property. No shareholder of the Company has any interest in, an "or any right or obligation to acquire any interest in, the Owned Real Property". The Company does not lease (as the lessor), sublease or permit any third party to occupy or use any Owned Real Property. (b) Each parcel Set forth on Schedule 3.12(b) is a description of each lease pursuant to which the Company is the lessee of any real property and any interest therein that (the Company occupies, uses or otherwise has rights to pursuant to a lease, license, occupancy agreement or other agreement (each such agreement“Leased Real Property” and, together with all amendmentsthe Owned Real Property, modificationsthe “Real Property”). The Company has made available to Buyer a true, extensions correct and supplements thereto, a "Lease"complete copy of each lease identified on Schedule 3.12(b). Except as set forth on Schedule 3.12(b), is referred to as "Leased Property". The Owned Properties all rentals due under such leases have been paid and the Leased Properties are referred to collectively as the "Company Properties". Each Lease is in full force and effect and constitutes the valid and binding obligation of the Company, as applicable, enforceable against there exists no default by the Company in accordance with its terms. There exists or by any other party to such leases under the terms of such leases and no defaultevent has occurred which, upon passage of time or any event which upon the giving of notice or the passage of timenotice, or both, would give rise to result in any default, in the performance event of default by the Company (oror by any other party to such leases, to or prevent the knowledge Company from exercising and obtaining the benefits of any rights or options contained therein. Except as set forth on Schedule 3.12(b), the Company has all right, title and interest of the Companylessee under the terms of each lease pursuant to which the Company is the lessee, the lessor thereunder)free of all Liens other than Permitted Liens, of and all such leases are valid and in full force and effect. The Company does not sublease (as sublessor or sublessee) or permit any of its obligations under third party to occupy or use any Lease, except for such defaults that, in the aggregate, could not reasonably be expected to have a Material Adverse EffectLeased Real Property. (c) Except as described on Schedule 2.10(c)There is no proposed, the Parentpending or threatened change in any code, the Company ordinance, regulation, standard or one of the Company Subsidiaries is the sole owner and holder of (i) good and marketable fee title to each Owned Propertyzoning classification which would, and (ii) a good, valid and existing leasehold estate, as tenant (or such other rights as described in such Schedule), in each Leased Property, in each case free and clear of all Liens and other encumbrances, restrictions and matters affecting title to or the use and occupancy of such Company Property, except as disclosed on Schedule 2.10(c) hereto ("Permitted Encumbrances"). No Company Property violates the terms or conditions of any Permitted Encumbrance, except for such violations that, in the aggregate, could not may reasonably be expected to have a Material Adverse Effecthave, an adverse effect on any Owned Real Property or, to the Actual Knowledge of Landec, Seller or the Company, any Leased Real Property. (d) To There is no pending or threatened condemnation proceeding against the knowledge Owned Real Property or, to the Actual Knowledge of Landec, Seller or the Company, each Company any Leased Real Property. No part of any improvements on the Owned Real Property encroaches upon any property adjacent thereto or upon any easement, nor is in good repair and no condition exists which would interfere with there any encroachment or overlap upon the Owned Real Property other than Permitted Liens. To the Actual Knowledge of Landec, Seller or the Company's customary use and operation thereof, and no part of any Company improvements on the Leased Real Property is subject to encroaches upon any building property adjacent thereto or use restrictions that would restrict or prevent the current use and operation of such Company Property, except for such conditions or restrictions that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, each Company Property is zoned for its current use, and such current use is in all respects a conforming use. No Governmental Authority having jurisdiction over upon any Company Property has issued or, to the knowledge of the Company, has threatened to issue, any notice or order that adversely affects the use or operation of any Company Property, or requires, as of the date hereof or a specified date in the future, any repairs, alterations, additions or improvements thereto, or the payment or dedication of any money, fee, exaction or property. There are neither any actualeasement, nor, to the knowledge Actual Knowledge of Landec, Seller or the Company, is there any threatened encroachment or contemplated condemnation or eminent domain proceedings that affect any Company overlap upon the Leased Real Property or any part thereofother than Permitted Liens. (e) There has been no cleanup performed on the Owned Real Property which would entitle a third party to a lien for reimbursement of its cleanup costs. To the Actual Knowledge of Landec, Seller and the Company Company, there has received been no written notice cleanup performed on the Leased Real Property which would entitle a third party to a lien for reimbursement of its cleanup costs at any time during which the leases identified on Schedule 3.12(b) have been in effect or at any other times. No part of the intention of any Governmental Authority or other Person to take or use all or any part thereof. The Company has no knowledge of any actual or pending imposition of any assessments for public improvements with respect to any Company Owned Real Property andor, to the knowledge Actual Knowledge of Landec, Seller or the Company, no the Leased Real Property is in a condition which would require a cleanup that could result in such improvements have been constructed or planned that would be paid for by means of assessments upon any Company Property. To the Company's knowledge, no improvements constituting a part of any Company Property encroach on real property not owned or leased by the Company. The Company has not received any written notice from any insurance company which has issued an insurance policy with respect to any Company Property requesting performance of any structural or other repairs or alterations to such Company Property. Each Company Property consists of sufficient land, parking areas, sidewalks, driveways and other improvements to permit the continued use of such Company Property in the manner and for the purposes to which it is presently devotedlien.

Owned and Leased Real Property. (a) The address Section 4.22(a) of each parcel the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property and any interest therein owned by the Company is set forth on Schedule 2.10(a) hereto (each such property or interest, together with any structures, improvements, easements and other rights on or appurtenant thereto, an "Owned Property"). (b) Each parcel of real property and any interest therein that the Company occupies, uses or otherwise has rights to pursuant to a lease, license, occupancy agreement or other agreement (each such agreement, together with all amendments, modifications, extensions and supplements thereto, a "Lease"), is referred to as "Leased Property". The Owned Properties and the Leased Properties are referred to collectively as the "Company Properties". Each Lease is in full force and effect and constitutes the valid and binding obligation of the Company, as applicable, enforceable against the Company in accordance with its terms. There exists no default, or any event which upon the giving of notice or the passage of time, or both, would give rise to any default, in the performance by the Company (or, to the knowledge of the Company, the lessor thereunder), of any of its obligations under any LeaseSubsidiaries (the “Owned Real Property”), except for (ii) the record owners of such defaults thatOwned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. The Company or its Subsidiaries are the sole owners of good, valid and marketable title to the Owned Real Properties free and clear of all Liens other than those that would not, individually or in the aggregate, could not reasonably be expected to have result in a Company Material Adverse Effect. (cb) Except Section 4.22(b) of the Company Disclosure Schedule sets forth a complete and accurate list as described on Schedule 2.10(c)of the date of this Agreement of all real property leased, the Parent, subleased or licensed by the Company or one any of its Subsidiaries. (c) Each Material Lease is valid and binding and is enforceable by the Company or its Subsidiaries is the sole owner and holder of in accordance with its respective terms, except (i) good to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally and marketable fee title to each Owned Property, by general equity principles (whether considered in a proceeding in equity or at law) and (ii) a good, valid and existing leasehold estate, as tenant (or such other rights as described in such Schedule), in each Leased Property, in each case free and clear of all Liens and other encumbrances, restrictions and matters affecting title to or the use and occupancy of such Company Property, except as disclosed on Schedule 2.10(c) hereto ("Permitted Encumbrances"). No Company Property violates the terms or conditions of any Permitted Encumbrance, except for such violations failures to be valid, binding or enforceable that, individually or in the aggregate, could would not reasonably be expected to have result in a Company Material Adverse Effect. (d) To the knowledge of the Company, each Company Property is in good repair and no condition exists which Except as would interfere with the Company's customary use and operation thereof, and no part of any Company Property is subject to any building or use restrictions that would restrict or prevent the current use and operation of such Company Property, except for such conditions or restrictions that, in the aggregate, could not reasonably be expected to have result in a Company Material Adverse Effect. To , to the knowledge Knowledge of the Company, (i) the Company and its Subsidiaries and each Company Property is zoned for its current use, and such current use is other party to the Material Leases have performed in all material respects a conforming use. No Governmental Authority having jurisdiction over any Company Property has issued or, their respective obligations to the knowledge of the Company, has threatened be performed by them to issue, any notice or order that adversely affects the use or operation of any Company Property, or requires, as of the date hereof under the Material Leases and are not, and are not alleged in writing to be Table of Contents (with or a specified date in without notice, the future, any repairs, alterations, additions or improvements theretolapse of time, or both), in breach thereof or default thereunder, and (ii) neither the payment Company nor any of its Subsidiaries nor any other party to the Material Leases, has violated any provision of, or dedication committed or failed to perform any act which, with or without notice, lapse of time or both, would constitute a default under the provisions of any money, fee, exaction or property. There are neither any actual, nor, to the knowledge of the Company, any threatened or contemplated condemnation or eminent domain proceedings that affect any Company Property or any part thereof, and the Company has received no written notice of the intention of any Governmental Authority or other Person to take or use all or any part thereof. The Company has no knowledge of any actual or pending imposition of any assessments for public improvements with respect to any Company Property and, to the knowledge of the Company, no such improvements have been constructed or planned that would be paid for by means of assessments upon any Company Property. To the Company's knowledge, no improvements constituting a part of any Company Property encroach on real property not owned or leased by the Company. The Company has not received any written notice from any insurance company which has issued an insurance policy with respect to any Company Property requesting performance of any structural or other repairs or alterations to such Company Property. Each Company Property consists of sufficient land, parking areas, sidewalks, driveways and other improvements to permit the continued use of such Company Property in the manner and for the purposes to which it is presently devotedMaterial Lease.