Common use of Real Property Interests Clause in Contracts

Real Property Interests. The Real Property Interests (and each portion thereof) are in all material respects suitable and sufficient for the uses to which they are currently being used by Seller or contemplated by Seller to be used in connection with the Energy Centers. Except as set forth on Schedule 4.15, with respect to all Real Property Interests: (a) Seller has good, valid, marketable and insurable fee simple title to the Real Property Interests (including any and all appurtenant easements or other similar appurtenant rights), in each case free and clear of any Encumbrances (other than Permitted Encumbrances); (b) each easement, license or other agreement or instrument benefiting, entered into or obtained by Seller with respect to any portion of gas supply rights or other utility or access rights, whether or not appurtenant to the Real Property Interests constituting fee simple or leasehold interests in the Energy Centers, and which burden real properties owned by parties other than Seller (any such burdened real property, a “Burdened Property”) is, to Seller’s Knowledge, a valid and binding agreement in full force and effect and enforceable by Seller against the other parties thereto, no default or claim of default by Seller or, to Seller’s Knowledge, by any other party exists under any provision thereof and no condition or event exists which after notice or lapse of time or both would constitute a default thereunder by Seller or, to Seller’s Knowledge, any other party; and (c) except as set forth on Schedule 4.7(b), there are no pending or, to Seller’s Knowledge, threatened condemnation or similar proceedings for assessment or collection of taxes, impact fees or special assessments relating to any of the Real Property Interests, and no condemnation or eminent domain proceeding or other such similar proceeding against any of the Real Property Interests is pending or threatened.

Real Property Interests. The Real Property Interests (and each portion thereof) are in all material respects suitable and sufficient for the uses to which they are currently being used by Seller or contemplated by Seller to be used in connection with the Energy Centers. Except as set forth on Schedule 4.15, with With respect to all Real Property Interests: (a) Seller has good, valid, marketable and insurable fee simple title to the Real Property Interests (including any and all appurtenant easements or other similar appurtenant rights), in each case free and clear of any Encumbrances (other than Permitted Encumbrances); (b) each easement, license or other agreement or instrument benefiting, entered into or obtained by Seller with respect to any portion of gas supply rights or other utility or access rights, whether or not appurtenant to the Real Property Interests constituting fee simple or leasehold interests in the Energy Centers, and which burden real properties owned by parties other than Seller (any such burdened real property, a “Burdened Property”) is, to Seller’s Knowledge, a valid and binding agreement in full force and effect and enforceable by Seller against the other parties thereto, no default or claim of default by Seller or, to Seller’s Knowledge, by any other party exists under any provision thereof and no condition or event exists which after notice or lapse of time or both would constitute a default thereunder by Seller or, to Seller’s Knowledge, any other party; and (c) except as set forth on Schedule 4.7(b), there are no pending or, to Seller’s Knowledge, threatened condemnation or similar proceedings for assessment or collection of taxes, impact fees or special assessments relating to any of the Real Property Interests, and no condemnation or eminent domain proceeding or other such similar proceeding against any of the Real Property Interests is pending or threatened.

Real Property Interests. The Real Property Interests (a) Schedule 5.6 to the Northrop Grumman Disclosure Letter sets forth a complete list of (i) all real property and each portion thereofinterests in real property owned by the Company or its Subsidiaries with respect to material facilities ("OWNED PROPERTY"), (ii) are in all material respects suitable leases, license, subleases, easements and sufficient for occupancy agreements, together with any amendments, modifications and supplements thereto (the uses to which they are currently being used by Seller or contemplated by Seller to be used in connection with the Energy Centers. Except as set forth on Schedule 4.15"LEASES"), with respect to all Real real property and interests in real property leased by the Company or one of its Subsidiaries with respect to material facilities ("LEASED PROPERTY") and, (c) as to Leased Property, identifies any material leases relating thereto (Owned Property Interests:or Leased Property being sometimes referred to herein individually as a "BUSINESS PROPERTY" and collectively as "BUSINESS PROPERTIES"). (ab) Seller has good, valid, marketable The Company and its Subsidiaries have good and insurable fee simple title to the Real Property Interests (including any and all appurtenant easements or other similar appurtenant rights)Owned Property, in each case free and clear of any Encumbrances and all Liens, covenants and rights-of-way, except (other than a) Permitted Encumbrances); Liens, (b) each easementeasements, license covenants, rights-of-way and other similar restrictions of record (or contained in the respective title deeds) and (c) (i) zoning, building and other similar restrictions, (ii) Liens that have been placed by any developer, landlord or other agreement third party on property over which the Company or instrument benefiting, entered into or obtained by Seller with respect to any portion of gas supply such Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto and (iii) unrecorded easements, covenants, rights-of-way or other utility similar restrictions, none of which items set forth in clauses (i), (ii) and (iii) above, individually or access rights, whether or not appurtenant to the Real Property Interests constituting fee simple or leasehold interests in the Energy Centersaggregate, materially impairs the continued use, marketability, insurability and operation of the property to which burden real properties owned by parties other than Seller they relate. (any such burdened real property, a “Burdened Property”c) is, to Seller’s Knowledge, Each of the Leases is a valid and binding subsisting agreement in full force and effect and constitutes a valid and binding obligation of, and is legally enforceable by Seller against against, the respective parties thereto. None of the Company or its Subsidiaries has received any notice from the other parties thereto, party to such lease of the termination thereof. There is no default or claim of default by Seller orevent that, to Seller’s Knowledge, by any other party exists under any provision thereof and no condition or event exists which after with notice or lapse of time or both both, would constitute a default thereunder by Seller oron the part of the Company or its Subsidiaries (nor, to Seller’s Knowledgethe Knowledge of TRW, on the part of any other party; and (c) except as set forth on Schedule 4.7(bparty thereto), there are no pending or, to Seller’s Knowledge, threatened condemnation or similar proceedings for assessment or collection of taxes, impact fees or special assessments relating to any of the Real Property Interests, and no condemnation or eminent domain proceeding or other such similar proceeding against any of the Real Property Interests is pending or threatened.

Real Property Interests. The Real Property Interests (and each portion thereof) are in all material respects suitable and sufficient for the uses to which they are currently being used by Seller or contemplated by Seller to be used in connection with the Energy Centers. Except as set forth on Schedule 4.15, with respect to all Real Property Interests: (a) Schedule 2.1 (a) sets forth a complete list of all Owned Properties and Schedule 2.1(b) sets forth a complete list of all Leased Properties and, as to Leased Property, identifies any leases relating thereto (an Owned Property or Leased Property being sometimes referred to herein individually as a “Business Property” and collectively as “Business Properties”). Seller has good, valid, and will transfer good and marketable and insurable fee simple title to the Real Property Interests (including any and all appurtenant easements or other similar appurtenant rights)Owned Property, in each case free and clear of all Liens, easements, covenants, rights-of-way and other similar restrictions of any Encumbrances nature whatsoever, except: (other than Permitted Encumbrances); (bi) each easementmechanics’, license carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business for amounts not yet due or which are being contested in good faith, (ii) Liens for Taxes and other governmental charges which are not due and payable or which may thereafter be paid without penalty, (iii) Encumbrances listed on Schedule 4.5 (as supplemented in accordance with the last sentence of this Section 4.5), and (iv) (1) zoning, building and other similar government-imposed restrictions, (2) Liens that have been placed by any developer, landlord or other third party on property over which Seller has easement rights or on any Leased Property and subordination or similar agreements relating thereto and (3) unrecorded Encumbrances, none of which items set forth in clauses (1), (2) and (3) above, individually or in the aggregate, (A) materially impair the continued use and operation of the property to which they relate, (B) materially impair the fair market value of the property to which they relate, (C) secure any Financing Obligation or (D) constitute a lease, sublease or other occupancy agreement that gives any third party any right to occupy or instrument benefiting, entered into use all or obtained by Seller with respect to any portion of gas supply rights the Owned Property. Notwithstanding anything in this Section to the contrary, Seller shall have the right, by written notice to Buyer, to supplement Schedule 4.5 from time to time with additional Encumbrances after the date of this Agreement (and prior to the closing) and Buyer shall be deemed to have accepted such Encumbrances, provided that such additional Encumbrances do not (A) materially impair the continued use and operation of the property to which they relate, (B) materially impair the fair market value of the property to which they relate, (C) secure any Financing Obligation or (D) constitute a lease, sublease or other utility occupancy agreement that gives any third party any right to occupy or access rights, whether use all or not appurtenant to the Real Property Interests constituting fee simple or leasehold interests in the Energy Centers, and which burden real properties owned by parties other than Seller (any such burdened real property, a “Burdened Property”) is, to Seller’s Knowledge, a valid and binding agreement in full force and effect and enforceable by Seller against the other parties thereto, no default or claim of default by Seller or, to Seller’s Knowledge, by any other party exists under any provision thereof and no condition or event exists which after notice or lapse of time or both would constitute a default thereunder by Seller or, to Seller’s Knowledge, any other party; and (c) except as set forth on Schedule 4.7(b), there are no pending or, to Seller’s Knowledge, threatened condemnation or similar proceedings for assessment or collection of taxes, impact fees or special assessments relating to any portion of the Real Property Interests, and no condemnation or eminent domain proceeding or other such similar proceeding against any of the Real Property Interests is pending or threatenedOwned Property.

Real Property Interests. The Real Property Interests (and each portion thereof) are in all material respects suitable and sufficient for the uses to which they are currently being used by Seller or contemplated by Seller to be used in connection with the Energy Centers. Except as set forth on Schedule 4.15, with respect to all Real Property Interests: (a) Schedule 2.1(a) sets forth a complete list of all Owned Properties and Schedule 2.1(b) sets forth a complete list of all Leased Properties and, as to Leased Property, identifies any leases relating thereto (an Owned Property or Leased Property being sometimes referred to herein individually as a "Business Property" and collectively as "Business Properties"). Seller has good, valid, and will transfer good and marketable and insurable fee simple title to the Real Property Interests (including any and all appurtenant easements or other similar appurtenant rights)Owned Property, in each case free and clear of all Liens, easements, covenants, rights-of-way and other similar restrictions of any Encumbrances nature whatsoever, except: (other than Permitted Encumbrances); (bi) each easementmechanics', license carriers', workmen's, repairmen's or other like Liens arising or incurred in the ordinary course of business for amounts not yet due or which are being contested in good faith, (ii) Liens for Taxes and other governmental charges which are not due and payable or which may thereafter be paid without penalty, (iii) Encumbrances listed on Schedule 4.5 (as supplemented in accordance with the last sentence of this Section 4.5), and (iv) (1) zoning, building and other similar government-imposed restrictions, (2) Liens that have been placed by any developer, landlord or other third party on property over which Seller has easement rights or on any Leased Property and subordination or similar agreements relating thereto and (3) unrecorded Encumbrances, none of which items set forth in clauses (1), (2) and (3) above, individually or in the aggregate, (A) materially impair the continued use and operation of the property to which they relate, (B) materially impair the fair market value of the property to which they relate, (C) secure any Financing Obligation or (D) constitute a lease, sublease or other occupancy agreement that gives any third party any right to occupy or instrument benefiting, entered into use all or obtained by Seller with respect to any portion of gas supply rights the Owned Property. Notwithstanding anything in this Section to the contrary, Seller shall have the right, by written notice to Buyer, to supplement Schedule 4.5 from time to time with additional Encumbrances after the date of this Agreement (and prior to the closing) and Buyer shall be deemed to have accepted such Encumbrances, provided that such additional Encumbrances do not (A) materially impair the continued use and operation of the property to which they relate, (B) materially impair the fair market value of the property to which they relate, (C) secure any Financing Obligation or (D) constitute a lease, sublease or other utility occupancy agreement that gives any third party any right to occupy or access rights, whether use all or not appurtenant to the Real Property Interests constituting fee simple or leasehold interests in the Energy Centers, and which burden real properties owned by parties other than Seller (any such burdened real property, a “Burdened Property”) is, to Seller’s Knowledge, a valid and binding agreement in full force and effect and enforceable by Seller against the other parties thereto, no default or claim of default by Seller or, to Seller’s Knowledge, by any other party exists under any provision thereof and no condition or event exists which after notice or lapse of time or both would constitute a default thereunder by Seller or, to Seller’s Knowledge, any other party; and (c) except as set forth on Schedule 4.7(b), there are no pending or, to Seller’s Knowledge, threatened condemnation or similar proceedings for assessment or collection of taxes, impact fees or special assessments relating to any portion of the Real Property Interests, and no condemnation or eminent domain proceeding or other such similar proceeding against any of the Real Property Interests is pending or threatenedOwned Property.

Real Property Interests. Seller does not own any Real Property Interests other than the Real Properties Interests included within the Purchased Assets. The Real Property Interests (and each portion thereof) are in all material respects suitable and sufficient for the uses to which they are currently being used by Seller or contemplated by Seller to be used in connection with the Energy CentersProject. Except as set forth on Schedule 4.154.24, with respect to all Real Property Interests: (a) Seller has good, valid, marketable and insurable fee simple title to the Real Property Interests (including any and all appurtenant easements or other similar appurtenant rights), in each case free and clear of any Encumbrances (other than Permitted Encumbrances); (b) each easement, license or other agreement or instrument benefiting, entered into or obtained by Seller with respect to any portion of gas supply rights or other utility or access rights, whether or not appurtenant to the Real Property Interests constituting fee simple or leasehold interests in the Energy CentersProject, and which burden real properties owned by parties other than Seller (any such burdened real property, a “Burdened Property”) is, to Seller’s Knowledge, a valid and binding agreement in full force and effect and enforceable by Seller against the other parties thereto, no default or claim of default by Seller or, to Seller’s Knowledge, by any other party exists under any provision thereof and no condition or event exists which after notice or lapse of time or both would constitute a default thereunder by Seller or, to Seller’s Knowledge, any other party; and (c) except as set forth on Schedule 4.7(b4.8(b), there are no pending or, to Seller’s Knowledge, threatened condemnation or similar proceedings for assessment or collection of taxes, impact fees or special assessments relating to any of the Real Property Interests, and no condemnation or eminent domain proceeding or other such similar proceeding against any of the Real Property Interests is pending or threatened.. Goose APA DOCSNY1:1120714.11 12115-16 RM9/RM9

Real Property Interests. The Real Property Interests (a) Schedule 5.6 to the Northrop Grumman Disclosure Letter sets forth a complete list of (i) all real property and each portion thereofinterests in real property owned by the Company or its Subsidiaries with respect to material facilities (“Owned Property”), (ii) are in all material respects suitable leases, license, subleases, easements and sufficient for occupancy agreements, together with any amendments, modifications and supplements thereto (the uses to which they are currently being used by Seller or contemplated by Seller to be used in connection with the Energy Centers. Except as set forth on Schedule 4.15“Leases”), with respect to all Real real property and interests in real property leased by the Company or one of its Subsidiaries with respect to material facilities (“Leased Property”) and, (c) as to Leased Property, identifies any material leases relating thereto (Owned Property Interests:or Leased Property being sometimes referred to herein individually as a “Business Property” and collectively as “Business Properties”). (ab) Seller has good, valid, marketable The Company and its Subsidiaries have good and insurable fee simple title to the Real Property Interests (including any and all appurtenant easements or other similar appurtenant rights)Owned Property, in each case free and clear of any Encumbrances and all Liens, covenants and rights-of-way, except (other than a) Permitted Encumbrances); Liens, (b) each easementeasements, license covenants, rights-of-way and other similar restrictions of record (or contained in the respective title deeds) and (c) (i) zoning, building and other similar restrictions, (ii) Liens that have been placed by any developer, landlord or other agreement third party on property over which the Company or instrument benefiting, entered into or obtained by Seller with respect to any portion of gas supply such Subsidiary has easement rights or on any Leased Property and subordination or similar agreements relating thereto and (iii) unrecorded easements, covenants, rights-of-way or other utility similar restrictions, none of which items set forth in clauses (i), (ii) and (iii) above, individually or access rights, whether or not appurtenant to the Real Property Interests constituting fee simple or leasehold interests in the Energy Centersaggregate, materially impairs the continued use, marketability, insurability and operation of the property to which burden real properties owned by parties other than Seller they relate. (any such burdened real property, a “Burdened Property”c) is, to Seller’s Knowledge, Each of the Leases is a valid and binding subsisting agreement in full force and effect and constitutes a valid and binding obligation of, and is legally enforceable by Seller against against, the respective parties thereto. None of the Company or its Subsidiaries has received any notice from the other parties thereto, party to such lease of the termination thereof. There is no default or claim of default by Seller orevent that, to Seller’s Knowledge, by any other party exists under any provision thereof and no condition or event exists which after with notice or lapse of time or both both, would constitute a default thereunder by Seller oron the part of the Company or its Subsidiaries (nor, to Seller’s Knowledgethe Knowledge of TRW, on the part of any other party; and (c) except as set forth on Schedule 4.7(bparty thereto), there are no pending or, to Seller’s Knowledge, threatened condemnation or similar proceedings for assessment or collection of taxes, impact fees or special assessments relating to any of the Real Property Interests, and no condemnation or eminent domain proceeding or other such similar proceeding against any of the Real Property Interests is pending or threatened.