Common use of Real Property and Equipment Clause in Contracts

Real Property and Equipment. (a) Section 1.103 of the Sellers Disclosure Schedule sets forth a description of the Real Property. Section 1.48 of the Sellers Disclosure Schedule sets forth a description of all Equipment. Sellers are the sole owners or holders of, and have good and marketable title to, all Real Property and Equipment, free and clear of all Encumbrances, except for Permitted Encumbrances. There are no parties in possession of any portion of the Real Property other than Sellers. Sellers have not granted any oral or written right to any Person to lease, sublease, license or otherwise use or occupy any of the Real Property. There are no options or rights in any Person to purchase or acquire any ownership interest in the Real Property or the Equipment. Upon Closing, good and marketable title to Equipment will pass to Buyer, free and clear of all Encumbrances other than Permitted Encumbrances. (b) The Real Property and all appurtenances and improvements, as used, constructed or maintained by Sellers at any time, conform to applicable Law in all material respects, and except as described in Section 6.07 and Section 6.08 of the Sellers Disclosure Schedule, Sellers have not received notice of violation of any such legal requirements with respect to the Real Property. Without limiting the foregoing, the Real Property and Equipment, taken as a whole, are in good and sufficient condition for the operation of the Business in the manner currently conducted by Sellers (ordinary wear and tear excepted). No condemnation, eminent domain or similar proceeding is pending or, to the Knowledge of Sellers, threatened with respect to all or any portion of the Real Property. Sellers have received no written notice from their insurance carriers, lenders or from any Governmental or Regulatory Authority that any repairs, replacements or alterations are required to be made to the Real Property which have not been made. (c) No material changes to “Building 100” on the Real Property have occurred since April 1, 2007. (d) There is no pending proceeding with respect to ad valorem taxes relating to the Real Property and, to Sellers’ Knowledge, Sellers are not in default with respect to their obligations under any easement agreement or restrictive covenant affecting the Real Property . (e) As of March 31, 2007, the Equipment has a book value of not less than $21 million..

Real Property and Equipment. (a) Section 1.103 2.13(a) of the Sellers Premier Disclosure Schedule sets forth contains a description of the Real Property. Section 1.48 of the Sellers Disclosure Schedule sets forth a description complete and correct list of all Equipmentreal property owned, occupied, leased or otherwise used by Premier and Premier's Subsidiaries in the conduct of their business. Sellers are the sole owners All of such real property is either owned or holders ofleased by Premier or one of its Subsidiaries. All such real property, buildings and structures, and have good the equipment therein, and marketable title tothe operations and maintenance thereof, comply with any applicable agreements and restrictive covenants and conform to all Real Property applicable legal requirements, including those relating to building use, land use and Equipment, free and clear of all Encumbranceszoning, except for Permitted Encumbrancesin each case where the failure so to comply or conform would not have a Premier Material Adverse Effect. There Premier and Premier's Subsidiaries' buildings and other structures, equipment (including personal property) and other assets (whether leased or owned) are no parties in possession of any portion of the Real Property other than Sellers. Sellers have not granted any oral or written right reasonably good operating condition and repair, subject to any Person to lease, sublease, license or otherwise use or occupy any of the Real Property. There are no options or rights in any Person to purchase or acquire any ownership interest in the Real Property or the Equipment. Upon Closing, good ordinary wear and marketable title to Equipment will pass to Buyer, free and clear of all Encumbrances other than Permitted Encumbrancestear. (b) The Real Property and all appurtenances and improvementsNone of Alpine, as used, constructed Premier or maintained by Sellers at any time, conform to applicable Law in all material respects, and except as described in Section 6.07 and Section 6.08 of the Sellers Disclosure Schedule, Sellers have not Premier's Subsidiaries has received notice of violation or other written communication of any such legal requirements with respect to the Real Property. Without limiting the foregoing, the Real Property and Equipment, taken as a whole, are in good and sufficient condition for the operation of the Business in the manner currently conducted by Sellers (ordinary wear and tear excepted). No condemnation, proposed or contemplated eminent domain or similar other proceeding is pending or, to that would result in the Knowledge taking of Sellers, threatened with respect to all or any portion part of such real property that would prevent or hinder the continued use of such real property as heretofore used in the conduct of the Real Property. Sellers have received no written notice from their insurance carriers, lenders business by Premier or from any Governmental or Regulatory Authority that any repairs, replacements or alterations are required to be made to the Real Property which have not been madeof its Subsidiaries. (c) No There are no material changes to “Building 100” encroachments onto such real property by any improvements on the Real Property have occurred since April 1, 2007any adjoining property. (d) There is are no pending proceeding with respect to ad valorem taxes relating to the Real Property and, to Sellers’ Knowledge, Sellers are not in default with respect to their obligations under material encroachments onto any easement agreement or restrictive covenant affecting the Real Property adjoining property by any improvements on such real property. (e) As With respect to any part of March 31such real property owned by Premier or any of its Subsidiaries, 2007Premier or one of its Subsidiaries owns good and marketable fee simple absolute title (or the equivalent) thereto, free and clear of any and all mortgages, deeds of trust, liens, encumbrances, claims, charges, security interests, equities covenants, conditions, restrictions, easements, classifications as a monument, rights of way, leases, tenancies, rights of occupation, wayleaves, licenses, third-party rights or other matters and other defects and/or imperfections of title, whether or not of record, except for those (i) securing Taxes, assessments and other governmental charges or levies not yet due and payable (excluding any imposed pursuant to any of the Equipment has a book provisions of ERISA) or the claims of architects, builders, materialmen, mechanics, carriers or warehousemen for services, works, labor, materials or supplies incurred in the ordinary course of business not yet due and payable, (ii) consisting of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under surety or performance bonds, (iii) constituting encumbrances in the nature of equities covenants, conditions, restrictions, easements, rights of way, leases, tenancies, rights of occupation, wayleaves, licenses, third-party rights or other matters and other defects and/or imperfections of title, whether or not of record, on or with respect to the use of Premier's or any of its Subsidiaries' real property, provided the same (x) do not materially interfere with the present use or continued existence of structures on the properties or (y) do not materially impair the value thereof or (iv) set forth in Section 2.13(e) of not less than $21 million..the Premier Disclosure Schedule. (f) Except as described in Section 2.13(f) of the Premier Disclosure Schedule, all of the Premier Assets and all other assets and property of Premier and its Subsidiaries are located on the premises owned or leased by Premier or any of its Subsidiaries as set forth in Section 2.13(a) of the Premier Disclosure Schedule.