Common use of Real Property Owned or Leased Clause in Contracts

Real Property Owned or Leased. (a) The Disclosure Letter contains a list and brief description of all of the owned real property of the Company (the "Owned Property") and all real property in which the Company has a leasehold interest held under leases (the "Leased Property") including the name of the lessor and any requirement of consent of the lessor to consummate the transactions contemplated hereby. The Owned Property and the Leased Property (together, the "Real Property") constitute all real properties used or occupied by the Company in connection with the Company's businesses reflected on the Financial Statements. (b) With respect to the Real Property, except as set forth in the Disclosure Letter: (i) no portion thereof is subject to any pending condemnation Proceeding or Proceeding by any public or quasi-public authority and, to the Best Knowledge of the Company and the Indemnifying Shareholders, there is no threatened condemnation or Proceeding with respect thereto; (ii) the physical condition of the Real Property is sufficient to permit the continued conduct of the Subject Business as presently conducted subject to the provision of usual and customary maintenance and repair performed in the ordinary course with respect to similar properties of like age and construction; (iii) with respect to the Leased Property, the Company is the owner and holder of all the leasehold estates purported to be granted by such lease and each lease is in full force and effect and constitutes a valid and binding obligation of the Company; (iv) no notice of any increase in the assessed valuation of the Real Property and no notice of any contemplated special assessment has been received by the Company and to the Best Knowledge of the Company and the Indemnifying Shareholders, there is no threatened special assessment pertaining to any of the Real Property; (v) there are no Contracts, written or oral, to which the Company is a party, granting to any party or parties the right of use or occupancy of any portion of the parcels of the Real Property; (vi) there are no parties (other than the Company or its lessees disclosed pursuant to paragraph (v) above) in possession of the Owned Property; and (vii) with respect to the Leased Property, there have been no discussions or correspondence with the landlord concerning renewal terms for those leases scheduled to expire within 12 months of the date of this Agreement.

Real Property Owned or Leased. (a) The Schedule 4.10 of the Disclosure Letter contains a list and brief description of all of the owned real property of the Company and the Subsidiaries (the "Owned Real Property", which, for purposes of this Agreement, includes the property located in Anderson County, South Carolina ▇▇▇▇▇▇▇h such property is technically owned by the County under the terms of the IDB Documents) and all real property in which the Company or either Subsidiary has a leasehold interest held under leases (the "Leased Property") including the name of the lessor and any requirement of consent of the lessor to consummate the transactions contemplated hereby. The Owned Real Property and the Leased Property (together, the "Real Property") constitute all real properties used or occupied by the Company and the Subsidiaries in connection with the Company's businesses reflected on the Financial StatementsSubject Business. (b) With respect to the Real Property, except as set forth in on Schedule 4.10 of the Disclosure Letter:Letter and as otherwise provided in this Section 4.10(b): (i) with respect to the Owned Real Property, no portion thereof is subject to any pending condemnation Proceeding or Proceeding by any public or quasi-public authority and, with respect to the Real Property, to the Best Knowledge of the Company, neither the Company and the Indemnifying Shareholders, there is no nor any Designated Shareholder has received any written notice of any threatened condemnation or Proceeding with respect thereto; (ii) the physical condition of the Real Property is sufficient in all material respects to permit the continued conduct of the Subject Business as presently conducted subject to the provision of usual and customary maintenance maintenance, repair and repair replacement performed in the ordinary course with respect to similar properties of like age and construction; (iii) with respect to the Leased Property, the Company or a Subsidiary is the owner and holder of all the leasehold estates purported to be granted by such lease and each lease is in full force and effect and constitutes a valid and binding obligation of the CompanyCompany or such Subsidiary; (iv) no notice of any increase in the assessed valuation of the Owned Real Property and no notice of any contemplated special assessment has been received by the Company or any Subsidiary and to the Best Knowledge of the Company, the Company and the Indemnifying Shareholders, there is no has not received written notice of any threatened special assessment pertaining to any of the Owned Real Property; (v) there are no Contracts, written or oral, to which the Company or any Subsidiary is a party, granting to any other party or parties the right of use or occupancy of any portion of the parcels of the Owned Real Property; (vi) there are no parties (other than the Company Company, the Subsidiaries or its their lessees disclosed pursuant to paragraph (v) above) in possession of the Owned Real Property; and (vii) with respect to the Leased Property, there have been no discussions or correspondence with the landlord concerning renewal terms for those leases scheduled to expire within 12 months of the date of this Agreement.

Real Property Owned or Leased. (a) The Disclosure Letter Other than Real Estate Owned, Schedule 3.10(a) contains a true, correct and complete list of all real property owned or leased by Citizens and brief description its Subsidiaries (the "Citizens Real Property"). Citizens has delivered to the Company true and complete copies of all of its deeds, leases and title insurance policies for the owned real property of the Company (the "Owned Property") and all real property properties referred to in which the Company has a leasehold interest held under leases (the "Leased Property") including the name of the lessor and any requirement of consent of the lessor to consummate the transactions contemplated hereby. The Owned Property and the Leased Property (together, the "Real Property") constitute all real properties used or occupied by the Company in connection with the Company's businesses reflected on the Financial StatementsSchedule 3.10(a). (b) With respect to the Real Property, except as set forth in the Disclosure Letter: (i) no portion thereof is subject to any pending condemnation Proceeding or Proceeding by any public or quasi-public authority and, to the Best Knowledge of the Company and the Indemnifying Shareholders, there is no threatened condemnation or Proceeding with respect thereto; (ii) the physical condition of the Real Property is sufficient to permit the continued conduct of the Subject Business as presently conducted subject to the provision of usual and customary maintenance and repair performed in the ordinary course No lease with respect to similar properties of like age any Citizens Real Property and construction; (iii) no deed with respect to any Citizens Real Property contains any restrictive covenant that materially restricts the Leased use, transferability or value of such Citizens Real Property. To Citizens' knowledge, each of such leases is a legal, valid and binding obligation enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the Company is rights of creditors generally and the owner availability of equitable remedies), and holder of all the leasehold estates purported to be granted by such lease and each lease is in full force and effect effect; there are no existing defaults by Citizens or any of its Subsidiaries or, to Citizens' knowledge, the other party thereunder; to Citizens' knowledge, there are no allegations or assertions of such by any party under such agreement or any events that with notice, lapse of time or the happening or occurrence of any other event would constitute a default thereunder. (c) None of the buildings and constitutes structures located on any Citizens Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any material manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any Citizens Real Property, except for those violations and encroachments which in the aggregate could not reasonably be expected to cause a Material Adverse Effect on Citizens. No condemnation proceeding is pending or, to Citizens' knowledge, threatened, which would preclude or materially impair the use of any Citizens Real Property in the manner in which it is currently being used. (d) Except as disclosed in Schedule 3.10(d), Citizens and its Subsidiaries have good and indefeasible title to, or a valid and binding obligation enforceable leasehold interest in, or a contract vendee's interest in, all Citizens Real Property, and such interest is free and clear of all liens, charges or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and (ii) those liens related to real property taxes, local improvement district assessments, easements, covenants, restrictions and other matters of record which do not individually or in the aggregate materially adversely affect the use and enjoyment of the Company;relevant real property. (ive) no notice of any increase All buildings and other facilities used in the assessed valuation business of the Real Property Citizens and no notice of any contemplated special assessment has been received by the Company its Subsidiaries are adequately maintained and to the Best Knowledge of the Company and the Indemnifying Shareholders, there is no threatened special assessment pertaining to any of the Real Property; (v) there are no Contracts, written or oral, to free from defects which the Company is a party, granting to any party or parties the right of use or occupancy of any portion of the parcels of the Real Property; (vi) there are no parties (other than the Company or its lessees disclosed pursuant to paragraph (v) above) in possession of the Owned Property; and (vii) with respect to the Leased Property, there have been no discussions or correspondence could materially interfere with the landlord concerning renewal terms for those leases scheduled to expire within 12 months current or future use of the date of this Agreementsuch facilities.

Real Property Owned or Leased. (a) The Disclosure Letter contains a list Company does not own any real property. (b) The Company leases the manufacturing and brief description of all of the owned real property of the Company (the "Owned Property") and all real property in which the Company has a leasehold interest held under leases office facilities located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the "Leased Property") including upon terms and conditions contained in the name lease agreement attached hereto and made a part here of the lessor and any requirement of consent of the lessor to consummate the transactions contemplated hereby. The Owned Property and the Leased Property as Schedule 3.14 (together, the "Real PropertyLease") constitute all real properties used or occupied by the Company in connection with the Company's businesses reflected on the Financial Statements). (bc) With respect to the Real Property, except as set forth in the Disclosure LetterThe Company represents that: (i) no portion thereof The Lease is subject to any pending condemnation Proceeding or Proceeding by any public or quasi-public authority andin full force and effect, and that, to the Best Knowledge best of the Company's knowledge, the Company is not aware of any material default thereunder. To the best of the Company's knowledge, none of the rights or benefits accorded the Company under the Lease will be impaired by the Merger and no consent to the Indemnifying ShareholdersMerger is required from any other party to the Lease, there is no threatened condemnation or Proceeding with respect thereto;and that after the Merger, the Lease will be and shall remain in full force and effect. (ii) The Company has the physical condition right of the Real Property is sufficient quiet enjoyment to permit the continued conduct each parcel of the Subject Business as presently conducted subject to the provision of usual and customary maintenance and repair performed in the ordinary course with respect to similar properties of like age and construction;Leased Property. (iii) All improvements, fixtures, structures, machinery and equipment used by the Company in carrying on its business are located on the Leased Property. (iv) The Company has the right to use the Leased Property for all of the operations now conducted therefrom and the Company, by virtue of the Lease, possesses all easements, licenses, rights of way and rights in, to, and over the Property which are necessary for the conduct of the business in the ordinary course. The Leased Property and Improvements are adequate and sufficient for all operations now conducted by the Company. (v) Neither the whole nor any portion of any of the Leased Property is the subject of a pending condemnation or eminent domain proceeding, and to the best of the Company's knowledge, the Company does not know nor has any grounds to believe that any such condemnation or taking is threatened or contemplated. (vi) None of the Leased Property is occupied by any entity or person other than the Company, nor does any other person or entity have any rights to occupy any portion of the Leased Property, except that certain space which is not exclusive to the Company, is leased to other tenants by the Landlord, none of which, however, interferes with respect to the operations of the Company's business in its ordinary course as shown on Schedule 3.14(c)(vi). (vii) Except for the Leased Property, the Company leases no other real property. (viii) The Company's occupancy of the Leased Property is not in material violation of any law or regulation applicable thereto, nor has the owner and holder of all Company, to the leasehold estates purported to be granted by such lease and each lease is in full force and effect and constitutes a valid and binding obligation best of the Company; (iv) no 's knowledge, received any notice of any increase in the assessed valuation of the Real Property and no such violation. (ix) The Company has not received any notice of any contemplated special assessment has been received by the Company and violation of any law, ordinance, regulation, building, zoning or fire code or requiring or calling attention to the Best Knowledge of the Company and the Indemnifying Shareholdersneed for any work, there is no threatened special assessment pertaining repairs, construction, alterations or installations with respect to any of the Real Property; (v) there are no Contracts, written or oral, to which the Company is a party, granting to Leased Property nor has any party or parties the right of use or occupancy of such notice been posted on any portion of the parcels of the Real Property; (vi) there are no parties (other than the Company or its lessees disclosed pursuant to paragraph (v) above) in possession of the Owned Property; and (vii) with respect to the Leased Property, there have been no discussions or correspondence with the landlord concerning renewal terms for those leases scheduled to expire within 12 months of the date of this Agreement.

Real Property Owned or Leased. (a) The Disclosure Letter contains a list and brief description of all of the owned real property of Holding and the Company (the "Owned Real Property") and all real property in which Holding or the Company has a leasehold interest held under leases (the "Leased Property") ), including the name of the lessor and any requirement of consent of the lessor to consummate the transactions contemplated hereby. The Owned Real Property and the Leased Property (together, the "Real Property") constitute all real properties used or occupied by Holding and the Company in connection with the operation of the Company's businesses reflected on the Financial Statementsbusiness. (b) With respect to the Real Property, except as set forth in on Schedule 4.10 of the Disclosure Letter: (i) with respect to Owned Real Property, and to the Best Knowledge of the Company, the Leased Property, no portion thereof is subject to any pending condemnation Proceeding or Proceeding by any public or quasi-public authority and, to the Best Knowledge of the Company and the Indemnifying ShareholdersCompany, there is no threatened condemnation or Proceeding with respect thereto; (ii) the physical condition of the Real Property is sufficient to permit the continued conduct of the Subject Business as presently conducted subject to the provision of usual and customary maintenance and repair performed in the ordinary course with respect to similar properties of like age and construction; (iii) with respect to the Leased Property, the Company is the owner and holder of all the leasehold estates purported to be granted by such lease and each lease is in full force and effect and constitutes a valid and binding obligation of the Company; (iviii) no notice of any increase in the assessed valuation of the Real Property and no notice of any contemplated special assessment has been received by Holding or the Company and to the Best Knowledge of the Company and the Indemnifying ShareholdersCompany, there is no threatened special assessment pertaining to any of the Real Property; (viv) there are no Contracts, written or oral, to which Holding or the Company is a party, granting to any party or parties the right of use or occupancy of any portion of the parcels of the Real Property; (viv) there are no parties (other than Holding, the Company or its their lessees disclosed pursuant to paragraph (viv) above) in possession of the Owned Real Property; and (viivi) with respect to the Leased Property, to the Best Knowledge of the Company, there have been no discussions or correspondence with the landlord concerning renewal terms for those leases scheduled to expire within 12 months of the date of this Agreement.

Real Property Owned or Leased. (a) The Disclosure Letter Neither the Company nor the NY Subsidiary owns any real property. Schedule 5.11 (a) contains a list and brief description by address of all of the owned real property of leased by the Company (or the "Owned Property") and all real property in which the Company has a leasehold interest held under NY Subsidiary subject to one or more leases (the "Leased Property") ), including the name names of the lessor and any requirement of consent of the lessor to consummate the transactions contemplated herebylessee. The Owned Property and the Leased Property (together, the "Real Property") constitute constitutes all real properties property used or occupied by the Company or the NY Subsidiary in connection with the Company's businesses reflected on the Financial StatementsBusiness. (b) With respect to the Real Leased Property, except as set forth in the Disclosure Letter: on Schedule 5.11(b): (i) to the Best Knowledge of the Seller, no portion thereof is subject to any pending condemnation Proceeding or Proceeding by any public or quasi-public authority and, to the Best Knowledge of the Company Governmental Entity and the Indemnifying Shareholders, there is no threatened condemnation or Proceeding with respect thereto; ; (ii) the physical condition of the Real Leased Property is sufficient to permit the continued conduct of the Subject Business as presently conducted subject to the provision of usual and customary maintenance and repair performed in the ordinary course with respect to similar properties of like age and construction; course; (iii) with respect to the Leased Property, the Company or the NY Subsidiary is the owner and holder of all the leasehold estates purported to be granted by such lease and each lease is in full force and effect and constitutes a valid and binding obligation of the Company; leases; (iv) no notice of any increase in the assessed valuation of the Real Property and no notice of any contemplated special assessment has been received by the Company and to the Best Knowledge of the Company and the Indemnifying Shareholders, there is no threatened special assessment pertaining to any of the Real Property; (v) there are no Contracts, written or oral, to which the Company or the NY Subsidiary or any Affiliate thereof is a party, granting to any party or parties the right of use or occupancy of any portion of the parcels of the Real Leased Property; ; (viv) there are no parties (other than the Company or its their lessees disclosed pursuant to paragraph clause (viv) above) in possession of the Owned Leased Property; and and (viivi) with respect no notice of any increase in the assessed valuation of the Leased Property and no notice of any contemplated special assessment has been received by the Company and to the Best Knowledge of the Seller, there is no threatened increase in assessed valuation or threatened special assessment pertaining to any of the Leased Property, there have been no discussions or correspondence with the landlord concerning renewal terms for those leases scheduled to expire within 12 months of the date of this Agreement.

Real Property Owned or Leased. (a) The Disclosure Letter contains a list and brief description of all of the owned RMED owns real property of the Company at 675 Industrial Boulevard, Delta, Colorado (the "Owned PropertyWar▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇"). (▇) and all real property in which the Company has a leasehold interest held under leases ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇erty located at 3925 North Hastings Way, Eau Claire, Wisconsin (the "Leased Property▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") including the name of the lessor and any requirement of consent of the lessor to consummate the transactions contemplated hereby. The Owned Property and the Leased Property (together, the "Real Property") constitute all real properties used or occupied by the Company in connection with the Company's businesses reflected on the Financial Statements). (b▇) With respect to the Real Property, except as set forth in the Disclosure Letter▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇hat: (i) no portion thereof is subject RMED has the right of quiet enjoyment to any pending condemnation Proceeding or Proceeding by any public or quasi-public authority and, to the Best Knowledge each parcel of the Company Warehouse Property and the Indemnifying Shareholders, there is no threatened condemnation or Proceeding with respect thereto;Manufacturing Property. (ii) All improvements, fixtures, structures, machinery and equipment used by RMED in carrying on its business are located on the physical condition of Warehouse Property and the Real Property is sufficient to permit the continued conduct of the Subject Business as presently conducted subject to the provision of usual and customary maintenance and repair performed in the ordinary course with respect to similar properties of like age and construction;Manufacturing Property. (iii) RMED has the right to use the Warehouse Property and Manufacturing Property for all of the operations now conducted therefrom and RMED, by virtue of its ownership, possesses all easements, licenses, rights of way and rights in, to, and over the Property which are necessary for the conduct of the business in the ordinary course. The Warehouse Property, Manufacturing Property and Improvements thereon are adequate and sufficient for all operations now conducted by RMED. (iv) Neither the whole nor any portion of any of the Warehouse Property or Manufacturing Property is the subject of a pending condemnation or eminent domain proceeding, and RMED does not know nor has any grounds to believe that any such condemnation or taking is threatened or contemplated. (v) No portion of the Warehouse Property and Manufacturing Property is occupied by any entity or person other than Seller, nor does any other person or entity have any rights to occupy any portion of the Warehouse Property or the Manufacturing Property. (vi) Except for the Warehouse Property and the Manufacturing Property, RMED neither leases nor owns any other real property. (vii) RMED's occupancy of the Warehouse Property and Manufacturing Property is not in material violation of any law or regulation applicable thereto, nor has RMED received any notice of any such violation. (viii) RMED has not received any notice of any violation of any law, ordinance, regulation, building, zoning or fire code or requiring or calling attention to the need for any work, repairs, construction, alterations or installations with respect to the Leased Warehouse Property or the Manufacturing Property, the Company is the owner and holder of all the leasehold estates purported to be granted by nor has any such lease and each lease is in full force and effect and constitutes a valid and binding obligation of the Company; (iv) no notice of any increase in the assessed valuation of the Real Property and no notice of any contemplated special assessment has been received by the Company and to the Best Knowledge of the Company and the Indemnifying Shareholders, there is no threatened special assessment pertaining to any of the Real Property; (v) there are no Contracts, written or oral, to which the Company is a party, granting to any party or parties the right of use or occupancy of posted on any portion of the parcels of Warehouse Property or the Real Manufacturing Property; (vi) there are no parties (other than the Company or its lessees disclosed pursuant to paragraph (v) above) in possession of the Owned Property; and (vii) with respect to the Leased Property, there have been no discussions or correspondence with the landlord concerning renewal terms for those leases scheduled to expire within 12 months of the date of this Agreement.

Real Property Owned or Leased. (a) The Disclosure Letter Company does not own any real property. SCHEDULE 4.11(A) ---------------- contains a list and brief description of all of the owned real property of leased by the Company (the "Owned Property") and all real property in which the Company has a leasehold interest held under subject to one or more leases (the "Leased PropertyLEASED PROPERTY") including the name ). True, correct and --------------- complete copies of the lessor and any requirement of consent of the lessor to consummate the transactions contemplated hereby. The Owned Property and such leases covering the Leased Property (together, have been delivered to the "Real Property") constitute Purchaser prior to the date hereof. The Leased Property constitutes all real properties property used or occupied by the Company in connection with the Company's businesses reflected on the Financial StatementsBusiness. (b) With respect to the Real Leased Property, except as set forth in the Disclosure Letter:on SCHEDULE 4.11(B): ---------------- (i) to the Actual Knowledge of the Shareholder, no portion thereof is subject to any pending condemnation Proceeding or Proceeding by any public or quasi-public authority and, to the Best Knowledge of the Company and the Indemnifying Shareholders, there is no threatened condemnation or Proceeding with respect thereto; (ii) the physical condition of the Real Leased Property is sufficient to permit the continued conduct of the Subject Business as presently conducted subject to the provision of usual and customary maintenance and repair performed in the ordinary course with respect to similar properties of like age and construction; (iii) with respect subject to the terms of the leases (and any subleases) covering the Leased Property, the Company is the owner and holder of all the leasehold estates purported to be granted by such lease and each lease is in full force and effect and constitutes a valid and binding obligation of the Companyleases; (iv) no notice of any increase in the assessed valuation of the Real Property and no notice of any contemplated special assessment has been received by the Company and to the Best Knowledge of the Company and the Indemnifying Shareholders, there is no threatened special assessment pertaining to any of the Real Property; (v) there are no Contracts, written or oral, to which the Company or any Affiliate thereof is a party, granting to any party or parties the right of use or occupancy of any portion of the parcels of the Real Leased Property; (viv) there are no parties (other than the Company or its lessees disclosed pursuant to paragraph CLAUSE (vIV) above) in possession of the Owned Leased ------ ---- Property; and (viivi) with respect to the Actual Knowledge of the Shareholder, no notice of any increase in the assessed valuation of the Leased Property, no notice of any contemplated special assessment has been received by the Company, and there have been is no discussions threatened increase in assessed valuation or correspondence with the landlord concerning renewal terms for those leases scheduled threatened special assessment pertaining to expire within 12 months any of the date of this AgreementLeased Property.

Real Property Owned or Leased. (a) The Disclosure Letter None of the Companies owns any real property. SCHEDULE 5.11(A) ---------------- contains a list and brief description of all of the owned real property of the Company (the "Owned Property") and all real property in which leased by the Company has a leasehold interest held under leases Companies and their subsidiaries (the "Leased Property") including ), true, correct and complete copies of all --------------- of which leases have been delivered to the name of Buyer prior to the lessor and any requirement of consent of the lessor to consummate the transactions contemplated herebydate hereof. The Owned Property and the Leased Property (together, the "Real Property") constitute constitutes all real properties property used or occupied by the Company Companies and their subsidiaries in connection with the Company's businesses reflected on the Financial StatementsBusiness. (b) With respect to the Real Property, except as set forth in the Disclosure Letter: (i) no portion thereof is subject to any pending condemnation Proceeding or Proceeding by any public or quasi-public authority and, to the Best Knowledge of the Company and the Indemnifying ShareholdersSellers, there is no threatened condemnation or Proceeding with respect thereto; (ii) the physical condition of the Real Leased Property is sufficient to permit the continued conduct of the Subject Business as presently conducted subject to the provision of usual and customary maintenance and repair performed in the ordinary course with respect to similar properties of like age and construction; (iii) with respect to the Leased Property, the Company or subsidiary indicated on SCHEDULE 5.11(B) is ---------------- the owner and holder of all the leasehold estates purported to be granted by such lease and each lease is in full force and effect and constitutes a valid and binding obligation of the Companyleases; (iv) no notice of any increase in the assessed valuation of the Real Property and no notice of any contemplated special assessment has been received by the Company and to the Best Knowledge of the Company and the Indemnifying Shareholders, there is no threatened special assessment pertaining to any of the Real Property; (v) there are no Contracts, written or oral, to which the any Company or any Affiliate thereof is a party, granting to any party or parties the right of use or occupancy of any portion of the parcels of the Real Leased Property; (viv) there are no parties (other than the Company Companies and their subsidiaries or its lessees disclosed pursuant to paragraph clause (viv) above) in possession of the Owned Leased Property; (vi) no notice of any increase in the assessed valuation of the Leased Property and no notice of any contemplated special assessment has been received by any Company or subsidiary and to the Best Knowledge of the Sellers, there is no threatened increase in assessed valuation or threatened special assessment pertaining to any of the Leased Property; and (vii) with respect to the Leased Property, there have been no discussions or correspondence with the landlord concerning renewal terms for those leases scheduled to expire within 12 months Best Knowledge of the date of this AgreementSellers, the current lease between A&G and the Companies is at a rental rate that does not exceed fair market value.

Real Property Owned or Leased. (a) The Section 5.9(a) of the Seller Disclosure Letter Schedule contains a correct and complete list and brief description of all of the owned real property of Sellers or any of their Affiliates used in the Company operations of the U.S. Business (the "Owned Real Property"). Sellers are not parties to an agreement, and have not agreed, to subject the Purchased Real Property to any easements, rights, duties, obligations, covenants, conditions, restrictions, limitations or agreements not of record. (b) Section 5.9(b) of the Seller Disclosure Schedule contains a correct and complete list of all real property leased, subleased, or licensed pursuant to an occupancy agreement by Sellers or any of their Affiliates used in which the Company has a leasehold interest held under leases operations of the U.S. Business (the "Leased Real Property") including ), and sets forth the name names of the lessor and any requirement of consent of the lessor to consummate the transactions contemplated hereby. lessee. (c) The Owned Real Property and the Leased Real Property (together, the "Real Property") constitute all real properties property used or occupied by the Company in connection with operations of the Company's businesses reflected on the Financial StatementsU.S. Business. (bd) With To the Knowledge of Sellers with respect to the Real Property, except as set forth in Section 5.9(d) of the Seller Disclosure Letter: Schedule: (i) no portion thereof is subject to any pending condemnation Proceeding condemnation, zoning or other land use Proceeding by any public or quasi-public authority and, to Governmental Entity which would have a material adverse effect on the Best Knowledge use and operation of the Company and the Indemnifying Shareholders, there is no threatened condemnation or Proceeding with respect thereto; (ii) the physical condition any portion of the Real Property for its intended purpose; (ii) there are no Contracts to which either Seller or any of their Affiliates is sufficient a party, granting to permit any party or parties except Sellers the continued conduct right of use or occupancy of any portion of the Subject Business as presently conducted subject to parcels of the provision Real Property other than agreements for the placement of usual and customary maintenance and repair performed in the ordinary course with respect to similar properties of like age and construction; equipment by vendors; (iii) with respect to the Leased Property, the Company is the owner and holder of all the leasehold estates purported to be granted by such lease and each lease is there are no parties in full force and effect and constitutes a valid and binding obligation possession of the Company; Real Property except Sellers and their Affiliates; and (iv) no notice of any increase in the assessed valuation of the Real Property and no notice of any contemplated special assessment has been received by the Company Sellers or any of their Affiliates and to the Best Knowledge of the Company and the Indemnifying ShareholdersSeller, there is no threatened increase in assessed valuation or threatened special assessment pertaining to any of the Real Property;. (ve) there Each Lease is valid and enforceable in accordance with its terms and in full force and effect. Sellers have not and, to Seller's Knowledge, the other parties thereto have not violated any provision of, or committed or failed to perform any act which could constitute a material default under the provisions of, any Lease. (f) There are no Contracts, written material disputes or oral, to which the Company is a party, granting forbearance programs in effect as to any party Leased Real Property. (g) In addition to the Leases, Purchaser has been furnished with true, correct and complete copies of all material amendments, modifications or parties supplements, memoranda of leases and all current estoppel certificates, subordination, non disturbance and attornment agreements, if any, entered into or received by Sellers and related to the right of use Leases. (h) There is no law, ordinance, order, regulation or occupancy of requirement now in existence, including, without limitation, any portion of the parcels Environmental, Health and Safety Law, which would require any material expenditure to modify or improve any of the Real Property;, as it is currently used and assuming no changes to its use or the Real Property or any structures thereon, in order to bring it into compliance therewith. (vii) There is no pending, or to Sellers' Knowledge threatened, governmental proceeding which could impair or curtail the current access from the Owned Real Property to public roads. (j) To Sellers' Knowledge, there are presently in existence water, sewer, gas and/or electrical lines or private systems on the Real Property which have been completed, installed and paid for and which are sufficient to service adequately the current operations of each building or facility located on the Real Property. (k) To Sellers' Knowledge, there are no parties (material structural, electrical, mechanical, plumbing, air conditioning, heating or other than defects in the Company or its lessees disclosed pursuant to paragraph (v) above) in possession buildings located on the Real Property and the roofs of the Owned Property; and (vii) with respect to building located on the Leased PropertyReal Property are free from material structural defects, there have been no discussions or correspondence with the landlord concerning renewal terms for those leases scheduled to expire within 12 months of the date of this Agreementleaks and are in good condition, ordinary wear and tear excepted.

Real Property Owned or Leased. (a) The Disclosure Letter contains a A list and brief description of all of the owned real property of the Company (the "Owned Property") and ----------------------------- all real property leased to or owned by either of the Companies or in which the Company has a leasehold interest held under leases (the "Leased Property") including the name either of the lessor and Companies has any requirement of consent of interest is set forth in the lessor to consummate the transactions contemplated hereby. The Owned Property and the Leased Property Disclosure Schedule (together, the "Real Property") ). All such leased Real 12 Property is held subject to written leases or other agreements which are valid and effective in accordance with their respective terms, and there are no existing defaults or events of default which could have a Material Adverse Effect, or events which with notice or lapse of time or both would constitute all real properties used or occupied by the Company in connection with the Company's businesses reflected defaults which could have a Material Adverse Effect, thereunder on the Financial Statements. (b) With respect part of either of the Companies. True and complete copies of all such leases, together with any amendments thereto, have been delivered to the Real Property, except as set forth Purchaser. Neither of the Companies nor the Shareholder has any knowledge of any default or claimed or purported or alleged default which could have a Material Adverse Effect or state of facts which with notice or lapse of time or both would constitute a default which could have a Material Adverse Effect on the part of any other party in the performance of any obligation to be performed or paid by such other party under any lease referred to on the Disclosure Letter:Schedule. Neither of the Companies nor the Shareholder has received any written or oral notice to the effect that any lease will not be renewed at the termination of the term thereof or that any such lease will be renewed only at a substantially higher rent. (i) no portion thereof is subject to Neither of the Companies nor the Shareholder has received any pending condemnation Proceeding written notice of, nor are any of them aware of, any violation of any laws, rules, regulations or Proceeding by any public or quasi-public authority and, ordinances relating to the Best Knowledge Real Property or requesting or requiring the performance of the Company and the Indemnifying Shareholdersany repairs, there is no threatened condemnation alterations or Proceeding with respect thereto;other work in order so to comply. (ii) Neither of the physical condition Companies nor the Shareholder has received any written notice of, and neither of them is aware of, any currently proposed or pending assessment for public improvements or of any condemnation, taking by eminent domain or similar proceedings with respect to any portion of the Real Property. (iii) The buildings and other improvements constituting a part of the Real Property is sufficient to permit the continued conduct of the Subject Business as presently conducted subject to the provision of usual have no material structural, roof or other defects and customary maintenance such buildings and repair performed improvements (including, without limitation, all plumbing, heating, electrical, air conditioning, ventilation and other mechanical systems and equipment) are in the ordinary course with respect to similar properties of like age good working order, condition and construction; (iii) with respect to the Leased Propertyrepair, the Company is the owner normal wear and holder of all the leasehold estates purported to be granted by such lease and each lease is in full force and effect and constitutes a valid and binding obligation of the Company;tear excepted. (iv) no notice The Real Property (and uses to which it is put) conforms in all material respects with all applicable laws, rules, ordinances, regulations and all applicable agreements to which either of any increase in the assessed valuation of Companies is a party or by which the Real Property is subject to or bound, including, without limitation, those relating to zoning, environmental, health and no notice of any contemplated special assessment has been received by the Company and to the Best Knowledge of the Company safety standards and the Indemnifying Shareholders, there is no threatened special assessment pertaining to any of the Real Property; (v) there are no Contracts, written or oral, to which the Company is a party, granting to any party or parties the right of use or occupancy of any portion of the parcels of the Real Property; (vi) there are no parties (other than the Company or its lessees disclosed pursuant to paragraph (v) above) in possession of the Owned Property; and (vii) with respect to the Leased Property, there have been no discussions or correspondence with the landlord concerning renewal terms for those leases scheduled to expire within 12 months of the date of this Agreementrules and regulations relating thereto.