Common use of Owned Premises Clause in Contracts

Owned Premises. (a) Except as set forth on Schedule 3.8.1, no Acquired Company owns any real property. Each Acquired Company has good and marketable fee simple, or local equivalent, title in and to the real property located at the addresses set forth opposite its name on Schedule 3.8.1 and such owned premises includes all buildings, fixtures, structures and improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto (the “Owned Premises”), free and clear of any Liens, except for (i) Permitted Liens, and (ii) the terms of any leases, subleases, licenses, and use or occupancy agreements pursuant to which such Acquired Company is the lessor, sublessor or licensor of the applicable Owned Premises, or interests therein (the “Owned Premises Leases”). (b) Other than the rights of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Premises or any portion thereof or interest therein. Since January 1, 2013, no Acquired Company has received written notice of: (A) any violation in any material respect of Legal Requirement applicable to such Owned Premises, that has not been cured; (B) any Action for condemnation or for a zoning change with respect to such Owned Premises, or (C) any written notice from any adjoining property owner alleging: (1) boundary disputes with such adjoining landowners respecting such Owned Premises; (2) a dispute relating to impairments of access to and from such Owned Premises; or (3) a default by any Acquired Company under any recorded agreement affecting such Owned Premises.

Owned Premises. SCHEDULE 3.10(B) hereto sets forth the legal description of the Premises owned by the Company or any of the Subsidiaries (a"Owned Premises") Except and all fee title insurance policies, title searches and surveys relating to the Owned Premises. The Company or its Subsidiaries, as set forth on Schedule 3.8.1the case may be, no Acquired Company owns any real property. Each Acquired Company has good and marketable fee simple, or local equivalent, simple title in and to the real property located at the addresses set forth opposite its name on Schedule 3.8.1 Owned Premises, free and such owned premises includes clear of all buildingsmortgages, fixturesliens, structures and improvements situated thereon and all security interests, easements, covenants, rights-of-way and other rights encumbrances or restrictions of any nature whatsoever, except easements, covenants, rights-of-way, zoning restrictions, and privileges appurtenant thereto (the “Owned Premises”other encumbrances or restrictions identified on SCHEDULE 3.10(B), free hereto ("Permitted Encumbrances"), none of which prohibit or in any material respect interfere with the operations of the Company or any of the Subsidiaries on the Owned Premises as heretofore conducted. Except as set forth in SCHEDULE 3.10(B), all structures and clear other improvements on the Owned Premises are within the lot lines and do not encroach on the properties of any Liens, except for (i) Permitted Liens, and (ii) the terms of any leases, subleases, licenses, and use or occupancy agreements pursuant to which such Acquired Company is the lessor, sublessor or licensor other person. No portion of the applicable Owned Premises, or interests therein (the “Owned Premises Leases”). is located in a flood plain, flood hazard area or designated wetlands area or is listed on the National Priorities List, CERCLIS or any similar listing of contaminated sites. Neither the Company nor any of its Subsidiaries has received any written notice of assessments for public improvements against the Owned Premises (bor any portion thereof) Other than or any written notice or order by any governmental or other public authority, any insurance company which has issued a policy with respect to any of the rights of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Premises or any portion thereof board of fire underwriters or interest therein. Since January 1, 2013, no Acquired Company has received written notice of: other body exercising similar functions that (A) any violation in any material respect relates to violations of Legal Requirement applicable to such Owned Premisesbuilding, that has not been cured; safety or fire ordinances or regulations, (B) claims any Action for condemnation defect or for a zoning change deficiency with respect to such any of the Owned Premises, Premises or (C) requests the performance of any written notice from repairs, alterations or other work to or in any adjoining property owner alleging: (1) boundary disputes with such adjoining landowners respecting such of the Owned Premises or in the streets bounding the same. There is no pending condemnation, expropriation, eminent domain or similar proceeding against the Company or any of the Subsidiaries affecting all or any portion of the Owned Premises; . Except as set forth in SCHEDULE 3.10(C) hereto, none of the Owned Premises is subject to any leases (2) a dispute relating to impairments of access to and from such Owned Premises; oral or (3) a default by any Acquired Company under any recorded agreement affecting such Owned Premiseswritten).

Owned Premises. (a) Except as set forth on Schedule 3.8.1, no Acquired Company owns any real property. Each Acquired Company has good and marketable fee simple, or local equivalent, title in and With respect to the real property located at Owned Premises: (i) to the addresses set forth opposite its name on Schedule 3.8.1 and such owned premises includes all buildingsbest of the Vendors’ knowledge, fixtures, structures and improvements situated thereon and all easements, rights-of-way and other rights and privileges appurtenant thereto the buildings (the “Buildings”) on the Owned Premises”)Premises have been maintained and will continue until the Closing to be maintained, free in good condition and clear of any Liensrepair, except for (i) Permitted Lienssubject to normal wear and tear, and in the same manner as would a prudent owner; (ii) to the terms of any leases, subleases, licenses, and use or occupancy agreements pursuant to which such Acquired Company is the lessor, sublessor or licensor best of the applicable Vendors’ knowledge, the facilities for water, power and utilities presently installed in or about the Owned PremisesPremises are adequate for the Business, such facilities are in good and useable condition, subject to normal wear and tear. Except as disclosed in Schedule 4.1 (ee)(ii), no orders, requests, demands or other communications have been received by the Purchased Entities, or interests therein (by anyone on behalf of the “Purchased Entities from any governmental authority, requiring any changes, modifications or alterations to the Owned Premises Leases”).and the facilities thereon; (biii) Other than to the rights best of Buyer pursuant to this Agreementthe Vendors’ knowledge, without due enquiry, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Premises or any portion thereof or interest therein. Since January 1, 2013, no Acquired Company has received written notice of: (A) any violation in any material respect of Legal Requirement applicable to such Owned Premises, that has not been cured; (B) any Action is full ingress and egress for condemnation or for a zoning change with respect to such Owned Premises, or (C) any written notice from any adjoining property owner alleging: (1) boundary disputes with such adjoining landowners respecting such Owned Premises; (2) a dispute relating to impairments of access pedestrians and vehicles to and from such the Owned Premises and the public roads and highways abutting or adjacent to the Owned Premises; ; (iv) to the best of the Vendors’ knowledge, the Owned Premises are properly zoned for the Purchased Entities Business; (v) to the best of the Vendors’ knowledge, except as disclosed in Schedule 4.1(ee)(v), there is no outstanding work order or (3) a default other requirement relating to the Owned Premises by any Acquired Company under governmental, provincial or municipal authority, department or agency which will not have been completed by the Closing Date; (vi) to the best of the Vendors’ knowledge, Studios has not received notice of any recorded agreement affecting such threatened or pending condemnation or expropriation of any part of the Owned Premises; (vii) to the best of the Vendors’ knowledge, the Buildings have never been insulated with a urea-formaldehyde foam type of insulation.