Common use of Owned Real Property and Leased Real Property Clause in Contracts

Owned Real Property and Leased Real Property. (a) Schedule 4.8 includes a list of all real property owned by a Seller (under the heading “Owned Real Property”) and all real property leased by a Seller (with annual aggregate lease payments in excess of $10,000) (under the heading “Leased Real Property”), in each case, used solely or primarily in connection with the operation of the Business. The Owned Real Property and the Leased Real Property set forth on Schedule 4.8 is the only real property currently used or held for use by the Sellers in connection with the Business. (b) Except as set forth on Schedule 4.8, (i) the continued use, occupancy and operation of the Transferred Real Property as currently used, occupied and operated do not constitute a material violation of any applicable building, zoning, subdivision and other land use laws, regulations and ordinances and (ii) to the Sellers’ knowledge, the plants included in the Transferred Owned Real Property currently have access to (A) public or private roads for ingress to an egress from all such plants and (B) public or private water supply, storm and sanitary sewer facilities, telephone, gas, and electrical connections, in each case over public roads or property or valid easements over private roads or property, and in each case as is reasonably necessary for the conduct of the Business as presently conducted. (c) Except as set forth in Schedule 4.8, with respect to each Transferred Real Property Lease, (i) the Transferred Real Property Lease is valid, binding, in effect and enforceable in accordance with its terms; (ii) such Transferred Real Property Lease has not been amended, extended or otherwise modified; (iii) MCI has made available to the Purchasers copies of such Transferred Real Property Lease and all amendments, extensions and other modifications thereof (and not withheld any such documents or parts thereof for confidentiality or otherwise); (iv) as to the tenant, there does not exist under such Transferred Real Property Lease any material default or material event of default or event which with notice or lapse of time or both would constitute a material default or material event of default; (v) the transactions contemplated by this Agreement will not, under the terms of the Transferred Real Property Lease, (A) result in any default or event of default under the Transferred Real Property Lease, (B) give the landlord under the Transferred Real Property Lease a right to terminate the Transferred Real Property Lease or (C) require any payment to the landlord under the Transferred Real Property Lease; and (vi) the landlord under such Transferred Real Property Lease is not an Affiliate of any Seller.