Common use of Real Property; Assets Clause in Contracts

Real Property; Assets. (a) Except as set forth in Section 3.16(a) of the Disclosure Schedule, there is no material violation of any Law (including any building, planning or zoning law) relating to any of the Real Property, either the Company or a Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property, and there are no contractual or legal restrictions that preclude or restrict in a material way the ability to use the Real Property for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the Real Property or any of the facilities, buildings, structures, erections, improvements, fixtures, fixed assets and personalty of a permanent nature annexed, affixed or attached to, located on or forming part of the Real Property that are reasonably likely to have, individually or in the aggregate, a material adverse effect on the Company and the Subsidiaries taken as a whole. (b) Except as would not have, individually or in the aggregate, a material adverse effect on the Company and the Subsidiaries taken as a whole: (i) All improvements on the Real Property constructed by or on behalf of the Company or any Subsidiary were constructed in compliance with all applicable Laws (including any building, planning or zoning Laws) affecting such Real Property, and no Company Representative, after having made due inquiry, is aware or knows of any improvements on the Real Property constructed by or on behalf of any other Person that were not constructed in compliance with all applicable Laws (including any building, planning or zoning Laws) affecting such Real Property. (ii) No improvements on the Real Property and none of the current uses and conditions thereof violate any Encumbrance, applicable deed restrictions or other applicable covenants, restrictions, agreements, existing site plan approvals, zoning or subdivision regulations or urban redevelopment plans as modified by any duly issued variances, and no permits, licenses or certificates pertaining to the ownership or operation of all improvements on the Real Property, other than those which are transferable with the Real Property, are required by any Governmental Authority having jurisdiction over the Real Property. (iii) All improvements on any Real Property are wholly within the lot limits of such Real Property and do not encroach on any adjoining premises or Encumbrance benefiting such Real Property, and there are no encroachments on any Real Property or any easement or property right or benefit appurtenant thereto by any improvements located on any adjoining premises. (iv) Each of the Company and the Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Encumbrances, except for Permitted Encumbrances, and such properties and assets are sufficient for the conduct of the business of the Company and the Subsidiaries as currently conducted.