Common use of Properties and Improvements Clause in Contracts

Properties and Improvements. (a) Schedules 8.2(a)-(b) to this Agreement fully, accurately and completely (1) list the addresses of all real estate of all of the Properties, and (2) identify (A) the JPE Company with an interest in such Property and the nature of such interest (e.g., fee simple or leasehold); (B) in the case of Leasehold Properties, the document(s) or instrument(s) pursuant to which those interests were created; and (C) in brief summary form, the applicable JPE Company's current use and plans (if any) for each Property. (b) Except as set forth on Schedules 8.2(a)-(b), no JPE Company owns, leases, occupies, uses or has any other right to or interest in any real property. (c) Schedules 8.2(a)-(b) fully, accurately and completely set forth all material leases, subleases, licenses, concessions, rights of use or occupancy, options, rights of first refusal or other agreements (written or otherwise) granted to any party or parties with respect to any portion of any Property. (d) Except as provided on Schedules 8.2(a)-(b) or the Permitted Land Exceptions, no party has title to, any interest in or any right to use or occupy any Property or any material portion of any Property. (e) With respect to the Properties and the business of the JPE Companies at each Property: (1) The applicable JPE Company has received all material Approvals that are required to conduct the business of the respective JPE Company (or such other parties) at each Property, and each such Property has been operated and maintained in accordance with applicable Law and all subject Approvals in all material respects. To the knowledge of each JPE Company, there are no proceedings pending or threatened which may result in the limitation, termination, cancellation or suspension, or any adverse modification of, any Approvals. JPE and each Subsidiary (as applicable) has filed all material registrations, reports and other documents required by federal, State, county, municipal and local authorities and regulating bodies in connection with its business. (2) To the knowledge of each JPE Company, the consummation of this Transaction will not invalidate any of the Approvals or require submission of any modifications of any such Approvals, and will not impair any pending Approvals or appeals thereof. To the knowledge of each JPE Company, there is no Law, restriction or moratorium imposed, enacted or, threatened or proposed by any federal, State or local government or agency, the effect of which would impair any JPE Company's ability to maintain or obtain, after the consummation of the Transaction, any Approvals necessary for the conduct of the business of the respective JPE Company's business as currently conducted at such Property. (3) A true and complete summary of all necessary Approvals (indicating whether each such Approval has been obtained or is applied for) is set forth on Schedule 8.3(e) to this Agreement.