Real Property Generally. (a) True and complete copies of certificates of title relating to the Owned Real Property within the possession or control of the Vendor or the Company and/or its Subsidiaries, have been delivered to the Purchaser. (b) Except as disclosed on Section 32 of the Vendor Disclosure Letter, no Person has any right to purchase, option to purchase, right of first refusal or other rights with respect to any of the Real Property other than the Purchaser pursuant to this Agreement. (c) Section 32 of the Vendor Disclosure Letter sets forth a list of known third parties entitled to use or have possession or occupancy of any of the Real Property, including the key commercial terms of such use, possession or occupancy, and, except as disclosed on Section 32 of the Vendor Disclosure Letter, no Person other than the Company or a Subsidiary is using or has any right to use, or is in possession or occupancy of, any part of such Real Property. (d) None of the Company or any of its Subsidiaries has entered into any agreement to sell, transfer, encumber, or otherwise dispose of or impair the right, title and interest of the Company or any of its Subsidiaries in and to the Owned Real Property or the air, density and easement rights relating to the Owned Real Property. (e) To the knowledge of the Vendor, the current uses of the Real Property are permitted under current zoning and land use regulations and Laws. None of the Company or any of its Subsidiaries has made application for any minor variance or amendments to zoning by-laws or official plans in respect of the Real Property and the Vendor has no knowledge of any proposed or pending changes to any zoning regulation or official plan affecting the Real Property, except in the ordinary course of business. (f) Except for Permitted Encumbrances, to the knowledge of the Vendor, no Improvements encroach on real property not forming part of the Owned Real Property and no buildings, structures or other improvements on adjoining lands encroach upon the Owned Real Property. (g) The Vendor has no knowledge of any expropriation or condemnation or similar proceeding pending or threatened against the Owned Real Property or any part of the Owned Real Property. (h) All accounts for work and services performed or materials placed or furnished upon or in respect of the construction and completion of any Improvements have been fully paid and no one is entitled to claim a lien under the Construction Lien Act (Ontario) or other similar legislation for such work performed by or on behalf of the Company or any of its Subsidiaries. (i) The Owned Real Property is fully serviced (including water, storm and sanitary sewer and electrical service) to a level sufficient to permit the operation of the business of the Company and its Subsidiaries to be carried on after Closing as it has been carried on in the ordinary course by the Company and its Subsidiaries. All municipal levies, local improvements, imposts and permit fees due and payable prior to the Closing Date have been or shall be paid by the Company and its Subsidiaries as at the Closing Date. (j) There are no outstanding material defaults (or events which would constitute a material default with the passage of time or giving of notice or both) under the Permitted Encumbrances on the part of the Company or any of its Subsidiaries or, to the knowledge of the Vendor, on the part of any other party to such Permitted Encumbrances. (k) There are no matters affecting the right, title and interest of the Company or any of its Subsidiaries in and to the Owned Real Property which, in the aggregate, would materially and adversely affect the ability of the Company or any of its Subsidiaries after the Closing Date to carry on the business upon the Owned Real Property as it has been carried on in the ordinary course by the Company and its Subsidiaries.
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Real Property Generally. (a) True The improvements and complete copies of certificates of title relating to fixtures situated on the Owned Real Property within the possession or control of the Vendor or the Company and/or its Subsidiariesare in good condition and repair, have been delivered having regard to the Purchasertheir use and age, normal wear and tear excepted.
(b) Except as disclosed on Section 32 Each of the Vendor Disclosure Letter, no Companies has such rights of entry and exit to and from the Real Property as are reasonably necessary to carry on its business upon the Real Property as it is currently carried on.
(c) No written Notice has been received by any of the Companies alleging that any Person has any right to purchase, option to purchase, right of first refusal or other rights with respect to any of the Real Property other than the Purchaser pursuant to this Agreement.
(c) Section 32 of the Vendor Disclosure Letter sets forth a list of known third parties entitled to use or have possession or occupancy of purchase any of the Real Property, including the key commercial terms of such use, possession or occupancy, and, except as disclosed on Section 32 of the Vendor Disclosure Letter, and no Person other than the Company or a Subsidiary Companies is using or has any right to use, as tenant, or is in possession or occupancy of, any part of such Real Property.
(d) None Except for the Permitted Encumbrances, none of the Company Companies has granted any option, right of first refusal or other contractual rights with respect to the acquisition of any of its Subsidiaries the Real Property.
(e) Except for the Permitted Encumbrances, none of the Companies has entered into any agreement to sell, transfer, encumber, or otherwise dispose of or impair the right, title and interest of the Company or any of its Subsidiaries Companies in and to the Owned Real Property or the air, density and easement rights relating to the Owned Real Property.
(ef) To the knowledge of the Vendor, the current uses No part of the Real Property are permitted under current zoning is subject to any building or use restriction that restricts or would restrict in any material respect or prevent the use and land use regulations and Laws. None of the Company or any of its Subsidiaries has made application for any minor variance or amendments to zoning by-laws or official plans in respect operation of the Real Property and the Vendor as it has no knowledge of any proposed been used or pending changes to any zoning regulation or official plan affecting the Real Property, except operated in the ordinary course of business.
(f) Except for Permitted Encumbrances, to in the knowledge of past by the Vendor, no Improvements encroach on real property not forming part of the Owned Real Property and no buildings, structures or other improvements on adjoining lands encroach upon the Owned Real PropertyCompanies.
(g) The Vendor has no knowledge of any expropriation or condemnation or similar proceeding pending or threatened against the Owned Real Property or any part of the Owned Real Property.
(h) All accounts for work and services performed or materials placed or furnished upon or in respect of the construction and completion of any Improvements of the buildings, improvements or other structures constructed on the Real Property have been fully paid and no one is entitled to claim a lien under the Construction Lien Act (Ontario) or other similar legislation in other provinces for such work performed by or on behalf of the Company or any of its SubsidiariesCompanies.
(i) The Owned Real Property is fully serviced (including water, storm and sanitary sewer and electrical service) to a level sufficient to permit the operation of the business of the Company and its Subsidiaries to be carried on after Closing as it has been carried on in the ordinary course by the Company and its Subsidiaries. All municipal levies, local improvements, imposts and permit fees due and payable prior to the Closing Date have been or shall be paid by the Company and its Subsidiaries as at the Closing Date.
(j) There are no outstanding material defaults (or events which would constitute a material default with the passage of time or giving of notice or both) under the Permitted Encumbrances on the part of the Company or any of its Subsidiaries or, to the knowledge of the Vendor, on the part of any other party to such Permitted Encumbrances.
(kh) There are no matters affecting the right, title and interest of the Company or any of its Subsidiaries the Companies in and to the Owned Real Property which, in the aggregate, would materially and adversely affect the ability of the Company or any of its Subsidiaries the Companies after the Closing Date Date, to carry on the its business upon the Owned Real Property as it has been carried on in the ordinary course by in the Company and its Subsidiariespast.
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Real Property Generally. (a) True The plant, buildings, structures, erections, improvements and complete copies of certificates of title relating to fixtures situate on the Owned Real Property within the possession or control of the Vendor or the Company and/or its Subsidiaries, have been are being delivered to the PurchaserPurchaser in their "as is" condition as inspected by and demonstrated to the Purchaser on March 4, 1999.
(b) Except as disclosed on Section 32 The Vendor has such rights of the Vendor Disclosure Letter, no Person has any right entry and exit to purchase, option to purchase, right of first refusal or other rights with respect to any of and from the Real Property other than as are reasonably necessary to carry on the Purchaser pursuant to this AgreementBusiness upon the Real Property.
(c) Section 32 of the Vendor Disclosure Letter sets forth a list of known third parties entitled No person has any right to use or have possession or occupancy of purchase any of the Real Property, including the key commercial terms of such use, possession or occupancy, and, except as disclosed on Section 32 of the Vendor Disclosure Letter, and no Person person other than the Company or a Subsidiary Vendor is using or has any right to use, as tenant, or is in possession or occupancy of, any part of such Real PropertyProperty other than rights which are Permitted Encumbrances.
(d) None The Vendor has not granted any option, right of first refusal or other contractual rights with respect to any of the Company Real Property other than to the Purchaser pursuant to this Agreement or any of its Subsidiaries as set out in Schedule 4.4 respecting Permitted Encumbrances.
(e) The Vendor has not entered into any agreement to sell, transfer, encumber, or otherwise dispose of or impair the right, title and interest of the Company or any of its Subsidiaries Vendor in and to the Owned Real Property or the air, density and easement rights relating to the Owned Real PropertyProperty except as set out in Schedule 4.4 respecting Permitted Encumbrances.
(ef) Schedule 4.25 provides details on the most up-to-date surveys, prepared by licensed land surveyors, relating to the Real Property which are available, and such surveys have been delivered or made available to the Purchaser.
(g) The Vendor has not received any notification of and has no knowledge of, any outstanding or incomplete work orders in respect of any of the buildings, improvements or other structures constructed on the Real Property or of any current non-compliance (other than non-compliances which are legal non-conforming under relevant zoning by-laws) with applicable statutes and regulations or building and zoning by-laws and regulations.
(h) To the knowledge of the Vendor, the current uses of the Real Property are permitted under current zoning and land use regulations and Laws. None of the Company or any of its Subsidiaries regulations.
(i) The Vendor has not made application for a rezoning of any minor variance or amendments to zoning by-laws or official plans in respect of the Real Property and the Vendor has no knowledge of any proposed or pending changes change to any zoning regulation or official plan affecting the Real Property, except in the ordinary course of business.
(fj) Except for Permitted Encumbrances, to To the knowledge of the Vendor, no Improvements encroach part of the Real Property is subject to any building or use restriction that would restrict or prevent the use and operation of the Real Property for the Business by the Purchaser.
(k) Except as may be shown on the surveys for the Real Property delivered to the Purchaser, to the knowledge of the Vendor no improvements constituting a part of the Real Property encroaches on real property not forming part of the Owned Real Property and no buildings, structures or other improvements on adjoining lands encroach upon the Owned Real Property.
(gl) The Vendor has no knowledge of any expropriation or condemnation or similar proceeding pending or threatened against the Owned Real Property or any part of the Owned Real Property.
(hm) All accounts for work and services performed or materials placed or furnished upon or in respect of the construction and completion of any Improvements of the buildings, improvements or other structures constructed on the Real Property have been fully paid and no one is entitled to claim a lien under the Construction Lien Act (Ontario) or other similar legislation for such work performed by or on behalf of the Company or any of its SubsidiariesVendor.
(in) The Owned Real Property is fully serviced (including water, storm and sanitary sewer and electrical service) to a level sufficient to permit the operation operations of the business of the Company and its Subsidiaries to be carried on after Closing as it has been carried on in the ordinary course Business by the Company and its SubsidiariesPurchaser as at the Closing Date. All municipal levies, local improvements, imposts and permit fees due and payable prior to the Closing Date have been or shall will as at the Closing Date be paid by the Company and its Subsidiaries as at Vendor, subject to pro rating for the Closing Datenumber of days elapsed prior to Closing.
(jo) There are no outstanding material defaults (or events which would constitute a material default with the passage of time or giving of notice or both) under the Permitted Encumbrances on the part of the Company or any of its Subsidiaries or, to To the knowledge of the Vendor, on all Permitted Encumbrances which are easements, agreements, rights-of-way, restrictive covenants or restrictions are in good standing and the part Vendor has performed in all material respects all obligations required to be performed by it thereunder and there is no material breach or default in any respect thereunder nor has there occurred any event nor does there exist any condition which, in either case, with the giving of notice or the lapse of time, would constitute such a material breach or default.
(p) To the knowledge of the Vendor, the easements, rights-of-way and other similar appurtenant interests which benefit the Real Property or to which the Real Property is subject and which are necessary for the continued use and operation of the Real Property for the Business are listed in Schedule 4.25. None of such easements, rights-of-way or other interests requires the consent of any other party to such Permitted Encumbrancesthe transactions contemplated by this Agreement.
(kq) There are no matters affecting the right, title and interest of the Company or any of its Subsidiaries Vendor in and to the Owned Real Property which, in the aggregate, would materially and adversely affect the ability of the Company or any Purchaser as of its Subsidiaries after the Closing Date Date, to carry on the business Business upon the Owned Real Property as it has been carried on in the ordinary course by in the Company and its Subsidiariespast.
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Real Property Generally. (a) True and complete copies of certificates of title relating to The Companies do not use or occupy any properties or premises other than the Owned Real Property within the possession or control of the Vendor or the Company and/or its Subsidiaries, have been delivered to the PurchaserProperty.
(b) Except as disclosed The improvements and fixtures situated on Section 32 the Real Property are in good working condition and repair, having regard to their use and age, normal wear and tear excepted.
(c) Each of the Vendor Disclosure Letter, no Companies has such rights of entry and exit to and from the Real Property as are reasonably necessary to carry on its business upon the Real Property as it is currently carried on.
(d) No Person has any right to purchase, option to purchase, right of first refusal or other rights with respect to any of the Real Property other than the Purchaser pursuant to this Agreement.
(c) Section 32 of the Vendor Disclosure Letter sets forth a list of known third parties entitled to use or have possession or occupancy of purchase any of the Real Property, including the key commercial terms of such use, possession or occupancy, and, except as disclosed on Section 32 of the Vendor Disclosure Letter, and no Person other than the Company or a Subsidiary is Companies are using or has any right to use, as tenant, or is in possession or occupancy of, any part of such Real Property.
(de) None Except for the Permitted Encumbrances, the Companies have not granted any option, right of first refusal or other contractual rights with respect to the encumbrancing, acquisition or disposition of any of the Company Real Property or any of its Subsidiaries has interest therein.
(f) Except for the Permitted Encumbrances, the Companies have not entered into any agreement to sell, transfer, encumber, or otherwise dispose of or impair the right, title and interest of the Company or any of its Subsidiaries Companies in and to the Owned Real Property or the air, density and easement rights relating to the Owned Real Property.
(e) To the knowledge of the Vendor, the current uses of the Real Property are permitted under current zoning and land use regulations and Laws. None of the Company or any of its Subsidiaries has made application for any minor variance or amendments to zoning by-laws or official plans in respect of the Real Property and the Vendor has no knowledge of any proposed or pending changes to any zoning regulation or official plan affecting the Real Property, except in the ordinary course of business.
(f) Except for Permitted Encumbrances, to the knowledge of the Vendor, no Improvements encroach on real property not forming part of the Owned Real Property and no buildings, structures or other improvements on adjoining lands encroach upon the Owned Real Property.
(g) The Vendor has no knowledge of any expropriation or condemnation or similar proceeding pending or threatened against the Owned Real Property or any No part of the Owned Real PropertyProperty is subject to any building or use restriction that restricts or would restrict in any material respect or prevent the use and operation of the Real Property as it has been used or operated in the ordinary course in the past by the Companies.
(h) All accounts for work and services performed or materials placed or furnished upon or in respect of the construction and completion of any Improvements of the buildings, improvements or other structures constructed on the Real Property have been fully paid and no one is entitled to claim a lien under the Construction Lien Act (Ontario) or other similar legislation in other provinces for such work performed by or on behalf of the Company or any of its SubsidiariesCompanies.
(i) The Owned Real Property is fully serviced (including water, storm and sanitary sewer and electrical service) to a level sufficient to permit the operation of the business of the Company and its Subsidiaries to be carried on after Closing as it has been carried on in the ordinary course by the Company and its Subsidiaries. All municipal levies, local improvements, imposts and permit fees due and payable prior to the Closing Date have been or shall be paid by the Company and its Subsidiaries as at the Closing Date.
(j) There are no outstanding material defaults (or events which would constitute a material default with the passage of time or giving of notice or both) under the Permitted Encumbrances on the part of the Company or any of its Subsidiaries or, to the knowledge of the Vendor, on the part of any other party to such Permitted Encumbrances.
(k) There are no matters affecting the right, title and interest of the Company or any of its Subsidiaries Companies in and to the Owned Real Property which, in the aggregate, would materially and adversely affect the ability of the Company or any of its Subsidiaries the Companies after the Closing Date Date, to carry on the its business upon the Owned Real Property as it has been carried on in the ordinary course in the past.
(j) To the knowledge of the Vendor, (i) the buildings and other structures located on the Owned Real Properties and the operation and maintenance of those buildings and structures, as now operated and maintained, comply in all material respects with all applicable laws and regulations, municipal or otherwise or constitute legal non-conforming uses, (ii) none of those buildings or other structures encroaches in a material respect upon any land not owned or leased by the Company Companies, and its Subsidiaries(iii) there are no restrictive covenants, municipal by-laws or other laws or regulations other than the Permitted Encumbrances which in any way restrict or prohibit the use in any material respect of those Owned Properties, buildings or structures for the purposes for which they are currently used in connection with the business of the Companies.
(k) There are no expropriation or similar proceedings, actual or threatened, of which the Vendor or any of the Companies has received written notice against any of the Owned Real Properties or any part thereof.
(l) The Companies manage the Owned Real Properties themselves and at the Closing Time and thereafter there will be no Persons employed by the Vendor or any agent thereof in respect of the Owned Real Properties or their maintenance, operation or leasing, for which the Purchaser or the Companies will or may have responsibility or liability, whether under any applicable legislation or otherwise at law or equity.
(m) There are no material outstanding obligations relating to any written notice or order issued by any Governmental Authority in respect of the Owned Real Properties alleging any deficiency, non-compliance with any municipal agreements (including any development or site plan agreements) building restrictions, zoning or building laws or by-laws, building codes or fire codes of which the Vendor or the Companies have received written notice.
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Real Property Generally. (a) True Seller has good and complete copies of certificates of marketable title relating in fee simple to its Real Property, subject to the Owned Permitted Liens referred to in Section 4.19 hereof except that Seller will not acquire such title to its Land Contract Property until the acquisition thereof. The Real Property within constitutes all the possession or control of the Vendor or the Company and/or its Subsidiaries, have been delivered to the Purchaserreal property which Seller owns.
(b) Except as disclosed set forth on Section 32 of the Vendor Disclosure LetterSchedule 4.15 hereto, no Person has any right to purchase, option to purchase, right of first refusal or other rights with respect to any agreements, arrangements, contracts, covenants, conditions, deeds, deeds of trust, rights-of-way, easements, mortgages, restrictions, surveys, title insurance policies, and other documents granting to Seller 24 title to or an interest in or otherwise affecting its Real Property, no breach or event of default exists, and no condition or event has occurred that with the giving of notice, the lapse of time, or both would constitute a breach or event of default, by Seller or, to the Knowledge of the Real Property Seller and the Shareholders, any other than the Purchaser pursuant to this Agreementperson.
(c) Section 32 of the Vendor Disclosure Letter sets forth a list of known third parties entitled to use or have possession or occupancy of any of the Real PropertyNo condemnation, including the key commercial terms of such use, possession or occupancy, and, except as disclosed on Section 32 of the Vendor Disclosure Letter, no Person other than the Company or a Subsidiary is using or has any right to useeminent domain, or similar proceeding exists, is in possession pending or, to Seller's and Shareholders' Knowledge, is threatened with respect to, or occupancy ofthat could affect, any part of such the Real Property.
(d) None The buildings and improvements on the developed Real Property and the subdivision and improvements of the Company or undeveloped Real Property do not violate, in any of its Subsidiaries has entered into material respect, (i) any agreement to sellapplicable law, transferincluding any building, encumberset-back, or otherwise dispose of zoning law, ordinance, regulation, or impair statute, or other governmental restriction in the rightnature thereof, title and interest of the Company or (ii) any of its Subsidiaries in and to the Owned Real Property or the air, density and easement rights relating to the Owned Real Propertyrestrictive covenant affecting any such property.
(e) To the knowledge There are no parties in possession of the Vendor, the current uses any portion of the Real Property are permitted under current zoning and land use regulations and Laws. None as lessees, tenants at sufferance, or to the Knowledge of the Company Seller or any of its Subsidiaries has made application for any minor variance or amendments to zoning by-laws or official plans in respect of the Real Property and the Vendor has no knowledge of any proposed or pending changes to any zoning regulation or official plan affecting the Real PropertyShareholders, except in the ordinary course of businesstrespassers.
(f) Except for Permitted Encumbrancesas set forth on Schedule 4.15, to there are no unpaid charges, debts, liabilities, claims, or obligations arising from the knowledge construction, occupancy, ownership, use, or operation of the Vendor, no Improvements encroach on real property not forming part of the Owned Real Property and no buildings, structures (other than those being assumed by the Buyer pursuant to Section 2.3 hereof). No such Real Property is subject to any condition or obligation to any governmental entity or other improvements on adjoining lands encroach upon person requiring the Owned Real Propertyowner or any transferee thereof to donate land, money or other property or to make off-site public improvements.
(g) The Vendor has Except as set forth on Schedule 4.15, no knowledge of any expropriation developer-related charges or condemnation assessments for public improvements or similar proceeding pending or threatened otherwise made against the Owned developed Real Property or any part lots included therein are unpaid, including without limitation those for construction of the Owned Real Propertysewer lines, water lines, storm drainage systems, electric lines, natural gas lines, streets (including perimeter streets), roads and curbs.
(h) All accounts for work The developed Real Property and services performed or materials placed or furnished upon or all lots included therein conform in respect of all material respects to the construction and completion of any Improvements have been fully paid and no one is entitled to claim a lien under the Construction Lien Act (Ontario) or other similar legislation for such work performed by or on behalf of the Company or any of its Subsidiariesappropriate governmental authority's subdivision standards.
(i) The Owned There is no moratorium applicable to any of the Real Property is fully serviced on (including wateri) the issuance of building permits for the construction of houses, storm and sanitary or certificates of occupancy therefor, or (ii) the purchase of sewer and electrical service) to a level sufficient to permit the operation of the business of the Company and its Subsidiaries to be carried on after Closing as it has been carried on in the ordinary course by the Company and its Subsidiaries. All municipal levies, local improvements, imposts and permit fees due and payable prior to the Closing Date have been or shall be paid by the Company and its Subsidiaries as at the Closing Datewater taps.
(j) There are no outstanding material defaults (or events which would constitute a material default with the passage of time or giving of notice or both) under the Permitted Encumbrances on the part Each of the Company or any lots included in the developed Real Property is stable and otherwise suitable for the construction of its Subsidiaries or, to the knowledge of the Vendor, on the part of any other party to such Permitted Encumbrances.a residential structure by customary means and without extraordinary site preparation measures. 25
(k) There are no matters affecting The Real Property does not contain wetlands or to the right, title Knowledge of Seller and interest Shareholders a level of radon above action levels of the Company U.S. Environmental Protection Agency and is not located within a "critical", "preservation", "conservation" or any similar type of its Subsidiaries in and area. No portion of the Real Property is situated within a "noise cone" such that the Federal Housing Administration will not approve mortgages due to the Owned Real Property which, in the aggregate, would materially and adversely affect the ability noise level classification of the Company or any of its Subsidiaries after the Closing Date to carry on the business upon the Owned Real Property as it has been carried on in the ordinary course by the Company and its Subsidiariessuch real property.
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Real Property Generally. (a) True and complete copies of certificates of title relating The Vendor has not granted any right, which remains in effect to purchase the Owned Real Property within and no person, other than the Vendor, is using or has any right to use as tenant, or is in possession or control occupancy of any part of the Vendor or the Company and/or its Subsidiaries, have been delivered to the PurchaserOwned Real Property.
(b) Except as disclosed on Section 32 of the The Vendor Disclosure Letter, no Person has not granted any right to purchase, option to purchase, purchase or right of first refusal nor entered into any agreement to sell, transfer or other rights otherwise dispose of the Owned Real Property nor entered into any brokerage agreements with respect to any of the Owned Real Property Property, which remain in effect, other than the Purchaser pursuant to this Agreement.
(c) Section 32 Subject to the Permitted Encumbrances and the security in favour of the Vendor Disclosure Letter sets forth a list of known third parties entitled to use or have possession or occupancy of any of the Real PropertyPrimary Lender, including the key commercial terms of such use, possession or occupancy, and, except as disclosed on Section 32 of the Vendor Disclosure Letter, no Person other than the Company or a Subsidiary is using or has any right to use, or is in possession or occupancy of, any part of such Real Property.
(d) None of the Company or any of its Subsidiaries has entered into any agreement to sell, transfer, encumber, not encumbered or otherwise dispose of or impair impaired the right, title and or interest of the Company or any of its Subsidiaries Vendor in and to the Owned Real Property or the air, density and easement rights relating to the Owned Real Property.
(ed) To the knowledge The Vendor has not received written notification from any Governmental Authorities of the Vendor, the current uses of the Real Property are permitted under current zoning and land use regulations and Laws. None of the Company or any of its Subsidiaries has made application for any minor variance or amendments to zoning by-laws or official plans in respect of the Real Property and the Vendor has no knowledge of any proposed outstanding or pending changes to incomplete work orders in respect of the buildings or other structures constructed on the Owned Real Property or of any current non-compliance (other than non-compliances which are legal non-conforming under the relevant zoning regulation or official plan affecting by-laws) with applicable building and zoning by-laws and regulations which remain outstanding as of the date hereof.
(e) The Vendor has not made an application for a re-zoning of the Real Property, except in Property which remains outstanding at this time and does not use the ordinary course of businessOwned Real Property for retail purposes.
(f) Except for Permitted Encumbrances, to the knowledge of the Vendor, no Improvements encroach on real property not forming part of the Owned Real Property and no buildings, structures or other improvements on adjoining lands encroach upon the Owned Real Property.
(g) The Vendor has no knowledge not received notice from any Governmental Authority of any expropriation or condemnation or similar proceeding pending or threatened against the Owned Real Property or any part of the Owned Real Propertythereof.
(hg) All accounts for work and services performed or materials placed or furnished upon or in respect of the construction and completion of any Improvements of the buildings, improvements or other structures constructed on the Owned Real Property have been fully paid and and, to the knowledge of the Vendor, no one is entitled to claim a lien under the Construction Lien Act (Ontario) or other similar legislation for such work performed by or on behalf of the Company or any Vendor in respect of its Subsidiarieswhich a holdback pursuant to the Construction Lien Act (Ontario) has not been made.
(ih) The Owned Real Property is fully serviced (including water, storm and sanitary sewer and electrical service) to a level sufficient by all utilities required to permit the operation of the business of the Company and its Subsidiaries to be carried on after Closing as it has been carried on in the ordinary course Businesses by the Company and its Subsidiaries. All municipal levies, local improvements, imposts and permit fees due and payable prior to the Closing Date have been or shall be paid by the Company and its Subsidiaries as at the Closing DateVendor.
(ji) There are no outstanding material defaults (or events which would constitute a material default with the passage of time or giving of notice or both) under the Permitted Encumbrances on the part of the Company or any of its Subsidiaries or, to To the knowledge of the Vendor, on the part of any other party to such Permitted Encumbrances.
(k) There are no matters affecting the right, title and interest Vendor has performed all of the Company or any of its Subsidiaries in and Vendor’s obligations pursuant to the Owned Real Property whichPermitted Encumbrances and all Permitted Encumbrances which are easements, agreements, rights of way, restrictive covenants or restrictions are, in the aggregateall material respects, would materially and adversely affect the ability of the Company or any of its Subsidiaries after the Closing Date to carry on the business upon the Owned Real Property as it has been carried on in the ordinary course by the Company and its Subsidiariesgood standing other than those contained in instrument number LT1134433.
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