Common use of Tangible Property Clause in Contracts

Tangible Property. (a) Except for the shared property or assets identified in SCHEDULES 2.1(c) and 6.10, SCHEDULE 4.5(a) hereto contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C or any Acquired Company in the operation of the Lee-▇▇▇C Stations and the operation of each Acquired Company, as the case may be: (i) each parcel of real property owned, as of the date hereof, by such company ("Owned Real Property"), (ii) each parcel of material real property leased from or to a third party, as of the date hereof, by such company ("Leased Real Property"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof, and (iii) a list of all material fixed assets owned by such company as set forth in each company's depreciation schedule attached thereto, (excluding therefrom such fixed assets with an original cost of less than $5,000 or which have been fully depreciated) and prepared in the ordinary course of business as of the date set forth therein. Except as set forth in SCHEDULE 4.5(a) hereto, the Lee-▇▇▇C Stations and each Acquired Company does not own, or have a contractual obligation to purchase or otherwise acquire any material interest in, any parcel of real property which would be used or held for use primarily in the operation of the Lee-▇▇▇C Stations or by the Acquired Company. All of the tangible assets and properties used by Lee-▇▇▇C Stations or the Acquired Companies pursuant to a lease or license included among the Purchased Assets of the Lee-▇▇▇C Stations or to which an Acquired Company is a party shall be referred to herein, collectively, as "Leased Assets." (b) Lee-▇▇▇C and each Acquired Company have fee simple title to all of the Owned Real Property of the Lee-▇▇▇C Stations and the Owned Real Property of the Acquired Companies, free and clear of Liens except Permitted Encumbrances. (c) Within twenty-one (21) days after the date of this Agreement, Lee-▇▇▇C and each Acquired Company shall, with respect to each tract of Owned Real Property owned by such company, procure at its expense (except as provided below) and deliver to Purchaser (i) commitments for either (x) endorsements to existing owner's policies of title insurance committing to date the existing policies down to the Closing, subject to all matters listed on said policies and such other matters of record since the date of the policies or (y) ALTA owner's policies of title insurance in the amounts ascribed to the applicable tract of Owned Real Property, issued by Chicago Title Insurance Company or an affiliate or agent thereof, subject to all matters of record as of the date of the commitments, the pre-printed jacket exclusions and the standard pre-printed exceptions, (ii) copies of all matters listed as exceptions on the policies and commitments, as the case may be, and (iii) if requested by Purchaser and at Purchaser's expense,

Tangible Property. (a) Except for the shared property or assets identified in SCHEDULES 2.1(c) and 6.10, SCHEDULE Schedule 4.5(a) hereto contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C or any Acquired Company in the operation Seller primarily to conduct the operations of the Lee-▇▇▇C Stations and the operation of each Acquired Company, as the case may beBusiness: (i) each parcel of real property owned, as of the date hereof, by such company the Seller ("Owned Real Property"), (ii) each parcel of material real property leased from or to a third party, as of the date hereof, by such company the Seller ("Leased Real Property"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof, and (iii) a list of all material fixed assets owned by such company the Seller, as set forth reflected in each companythe Seller's depreciation schedule attached thereto, (excluding therefrom such of fixed assets with an original cost of less than $5,000 or which have been fully depreciated) and prepared in the ordinary course of business as of the date set forth therein. Except as set forth in SCHEDULE Schedule 4.5(a) hereto, the Lee-▇▇▇C Stations and each Acquired Company Seller does not own, or have a contractual obligation to purchase or otherwise acquire any material interest in, any parcel of real property which would be used or held for use primarily in the operation of the Lee-▇▇▇C Stations or by the Acquired CompanyBusiness. All of the tangible assets and properties used by Lee-▇▇▇C Stations or the Acquired Companies Seller pursuant to a lease or license included among the Purchased Assets of the Lee-▇▇▇C Stations or to which an Acquired Company is a party shall be referred to herein, collectively, as "Leased Assets." (b) Lee-▇▇▇C The Seller has, and at the Closing the Seller will convey to the Purchaser and the Purchaser will acquire, (i) legal and valid (and in the case of Owned Real Property, insurable) title to, or all of the Seller's right, title and interest in and to, all of the Purchased Assets, and (ii) valid and subsisting licenses or leasehold interests in and to all of the Leased Real Property and other Leased Assets, in each Acquired Company have case free and clear of any Encumbrances other than Permitted Encumbrances and those Encumbrances set forth in Schedule 4.5(b) hereto. The Seller has fee simple title to all of the Owned Real Property of the Lee-▇▇▇C Stations and the Owned Real Property of the Acquired Companies, free and clear of Liens except Permitted EncumbrancesProperty. (c) Within twenty-one (21) days after To the date knowledge of this Agreementthe Seller, Lee-▇▇▇C and each Acquired Company shall, with respect to each tract none of the Owned Real Property owned or Leased Real Property has been condemned or otherwise taken by such companyany public authority, procure at its expense (except as provided below) no condemnation or taking is threatened or contemplated and deliver to Purchaser (i) commitments for either (x) endorsements to existing owner's policies of title insurance committing to date the existing policies down to the Closing, none thereof is subject to all matters listed on said policies and such other matters any claim, contract or law which might affect its use or value for the purposes now made of record since the date of the policies or (y) ALTA owner's policies of title insurance in the amounts ascribed to the applicable tract of Owned Real Property, issued by Chicago Title Insurance Company or an affiliate or agent thereof, subject to all matters of record as of the date of the commitments, the pre-printed jacket exclusions and the standard pre-printed exceptions, (ii) copies of all matters listed as exceptions on the policies and commitments, as the case may beit, and (iii) if requested by Purchaser each thereof is in good condition and at Purchaser's expense,repair.

Tangible Property. (a) Except for the shared property or assets identified in SCHEDULES 2.1(c) and 6.10, SCHEDULE Schedule 4.5(a) hereto contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C or any Acquired Company in the operation of the Lee-▇▇▇C Stations and the operation of each Acquired Company, as the case may be: (i) each parcel of real property owned, as of the date hereof, by such company (as designated on Schedule 4.5(a), the "Owned Real Property"), (ii) each parcel of material real property leased from or to a third party, as of the date hereof, by such company (as designated on Schedule 4.5(a), the "Leased Real Property"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof, and (iii) a list of all material fixed assets owned by such company (other than Sioux City) as of the date set forth in each company's depreciation schedule attached thereto, therein (excluding therefrom such fixed assets with an original cost of less than $5,000 10,000 or which have been fully depreciated) and prepared in the ordinary course of business as of the date set forth therein). Except as set forth in SCHEDULE Schedule 4.5(a) hereto, the Lee-▇▇▇C Stations and each Acquired Company does not own, or have a contractual obligation to purchase or otherwise acquire any material interest in, any parcel of real property which would be used or held for use primarily in the operation of the Lee-▇▇▇C Stations or by the Acquired Company. All of the tangible assets and properties used by Lee-▇▇▇C Stations or the Acquired Companies pursuant to a lease or license included among the Purchased Assets of the Lee-▇▇▇C Stations or to which an Acquired Company is a party (other than the Leased Real Property) shall be referred to herein, collectively, as "Leased Assets." (b) Lee-▇▇▇C and Except as set forth in Schedule 4.5(a) hereto, each Acquired Company have has insurable (at ordinary rates) fee simple title to all of their respective Owned Real Property and to all of the related buildings, structures and other improvements thereon. As of the Closing Date, the Owned Real Property of the Lee-▇▇▇C Stations and the Owned Real Property of the Acquired Companies, shall be free and clear of all Liens except for Permitted Encumbrances. (c) Within twenty-one (21Except as set forth in Schedule 4.5(a) days after hereto, each Acquired Company has the date right to quiet enjoyment of all the Leased Real Property for the full term of each such lease. All public utilities, including water, sewer, gas, electric, telephone and drainage facilities, give adequate service to the Owned Real Property and Leased Real Property, and the Owned Real Property and Leased Real Property have access to and from publicly dedicated streets. Except as otherwise provided in this Agreement, Lee-▇▇▇C the Purchaser acknowledges and each Acquired Company shall, with respect to each tract of agrees that the Purchaser shall accept the Owned Real Property owned by such companyand Leased Real Property "as is, procure at its expense (except as provided belowwhere is, with all faults," and without any express or implied warranties, guaranties, statements, representations or information pertaining to the Owned Real Property or Leased Real Property. The representations and warranties contained in Sections 4.5(b) and deliver to Purchaser (ic) commitments shall be solely for either (x) endorsements to existing owner's policies of title insurance committing to date the existing policies down to the Closing, subject to all matters listed on said policies and such other matters of record since the date benefit of the policies or (y) ALTA owner's policies of title insurance in the amounts ascribed to the applicable tract of Owned Real PropertyPurchaser, issued its successors and assigns and may not be relied upon by Chicago Title Insurance Company (or any other title insurance company) or an affiliate or agent thereof and neither Chicago Title Insurance Company (or any other title insurance company), any affiliate or agent thereof, subject nor any co-insurers, or re-insurers may be subrogated to all matters of record as any rights of the date of the commitments, the pre-printed jacket exclusions and the standard pre-printed exceptions, (ii) copies of all matters listed as exceptions on the policies and commitments, as the case may be, and (iii) if requested by Purchaser and at Purchaser's expense,under this Agreement.

Tangible Property. (a) Except for the shared property or assets identified in SCHEDULES 2.1(c) and 6.10, SCHEDULE Schedule 4.5(a) hereto contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C or any Acquired Company in the operation Seller primarily to conduct the operations of the Lee-▇▇▇C Stations and the operation of each Acquired Company, as the case may beBusiness: (i) each parcel of real property owned, as of the date hereof, by such company the Seller and all major buildings, structures and other improvements thereon, the ("Owned Real Property"), (ii) each parcel of material real property leased from lease pursuant to which the Seller is a party with respect to the conduct of the operations of the Business, whether as a tenant, subtenant, landlord or to sublandlord including a third party, description of the location and use as of the date hereof, by the Seller, the name of the parties thereto and a description of the property demised thereunder (including major buildings and improvements located thereon) (each such company (lease, sublease or occupancy agreement is referred to herein collectively as the "Leases" and each individually as a "Lease"; the property demised pursuant to such Leases is referred to herein as the "Leased Real Property"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof, and (iii) a list of all material fixed assets tangible personal property owned by such company the Seller, as set forth reflected in each companythe Seller's depreciation schedule attached thereto, (excluding therefrom such fixed of assets with an original cost of less than $5,000 or which have been fully depreciated) and prepared in the ordinary course of business as of the date set forth therein. Except as set forth in SCHEDULE Schedule 4.5(a) hereto, the Lee-▇▇▇C Stations and each Acquired Company Seller does not own, or have a contractual obligation to purchase or otherwise acquire any material interest in, any parcel of real property which would be used or held for use primarily in the operation of the Lee-▇▇▇C Stations or by the Acquired CompanyBusiness. All of the tangible assets and properties used by Lee-▇▇▇C Stations or the Acquired Companies Seller pursuant to a lease or license included among the Purchased Assets of the Lee-▇▇▇C Stations or to which an Acquired Company is a party shall be referred to herein, collectively, as "Leased Assets." (b) Lee-▇▇▇C The Seller has, and at the Closing the Seller will convey to the Purchaser and the Purchaser will acquire, (i) legal and valid title to, or all of the Seller's right, title and interest in and to, all of the Purchased Assets, and (ii) valid and subsisting licenses or leasehold interests in and to all of the Leased Real Property and other Leased Assets, in each Acquired Company have case free and clear of any Encumbrances other than Permitted Encumbrances and those Encumbrances set forth in Schedule 4.5(b) hereto. The Seller has and at the Closing the Seller will convey to Purchaser fee simple title to all of the Owned Real Property Property. (c) Except for Permitted Encumbrances, Seller has good and marketable title to all real property purported to be owned or occupied by Seller relating to the business and operation of the Lee-▇▇▇C Stations and the Owned Real Property of the Acquired CompaniesStation, free and clear of Liens except all liens, claims and encumbrances. Except for Permitted Encumbrances, Seller has good and marketable title and owns outright, free and clear of all liens, claims, easements, rights of way or restrictions (whether zoning or otherwise), each improvement, fixture and item of equipment located in or on each of the properties and premises owned, leased, used or occupied by it relating to the business and operation of the Station. No improvement, fixture or equipment in or on any such premises and properties to the extent owned or occupied by Seller, or the occupation or leasehold with respect thereto, is in violation of any law, including, without limitation, any zoning, building, safety or health law, except as would not, individually or in the aggregate, have, or would reasonably be expected to have, a Material Adverse Effect. Each of such premises and properties is zoned for the purposes for which each of such premises or properties is now used by Seller, except as would not, individually or in the aggregate prohibit or materially restrict the continued use and operation of any Owned Real Property consistent with past practice. (cd) Within twenty-one (21) days after the date of this Agreement, Lee-▇▇▇C and each Acquired Company shall, with respect to each tract of No Owned Real Property owned by such companyor, procure at its expense (except as provided below) and deliver to Purchaser (i) commitments for either (x) endorsements to existing owner's policies of title insurance committing to date the existing policies down to the Closingknowledge of the Seller, Leased Real Property, has been condemned or otherwise taken by any public authority and no condemnation or taking of such Properties is, to Seller's knowledge, threatened or contemplated, and none of such Properties is, to Seller's knowledge, subject to any claim, contract or law which might affect its use or value for the purposes now made of it, and each thereof is in good condition and repair. (e) Seller has not granted any outstanding options or entered into any outstanding contracts with others for the sale, lease or transfer of all matters listed on said policies and such other matters or substantially all of record since the date of the policies or (y) ALTA owner's policies of title insurance in the amounts ascribed to the applicable tract of any Owned Real Property, issued by Chicago Title Insurance Company and no person has any right or option to acquire, or right of first refusal with respect to, any Owned Real Property or any portion thereof. (f) The buildings and other improvements used at or in connection with the Owned Real Property do not encroach onto land adjoining any Owned Real Property or onto any easements to such an affiliate or agent thereof, subject to all matters of record extent as would materially impair the value of the date Owned Real Property and such improvements or the continued use and operation of the commitmentsOwned Real Property and such improvements for the same uses and operations as those conducted at the present time, the pre-printed jacket exclusions and the standard pre-printed exceptionsimprovements from land adjoining the Owned Real Property do not encroach onto any part of the Owned Real Property to such an extent as would materially impair the continued use and operation of the Owned Real Property and such improvements for the same uses and operations as those conducted at the present time. All guy wires, guy anchors, satellite dishes, associated transmission equipment, transmitter buildings, towers, signs, main studio buildings, associated parking lots, and other buildings and other improvements included in the Purchased Assets are all located entirely on and within the boundaries of the Owned Real Property. (iig) copies of all matters listed as exceptions on No brokerage or leasing commission or other compensation is presently due or payable to any Person by Seller with respect to any Lease. (h) Each Owned Real Property and Leased Real Property is contiguous to publicly dedicated streets, roads or highways, or if not so contiguous, access to and from the policies Owned Real Property and commitmentsLeased Real Property, as the case may beapplicable, and (iii) if requested by Purchaser publicly dedicated streets, roads or highways is available through private lands pursuant to valid, unsubordinated, perpetual, enforceable and at Purchaser's expense,recorded public or private easements or rights-of-way.

Tangible Property. Except for accounts payable, general ledger, fixed asset accounting, investment accounting and annual statement preparation software, there are no significant assets which the Target Corporations use in their businesses (as heretofore conducted) which are not either (i) owned by, or leased or licensed to, one of Target Corporations and are being conveyed to ▇▇▇▇▇▇ pursuant to this Agreement; or (ii) owned by, or leased or licensed to, Acceleration National Insurance Company ("ANIC") and are being conveyed to ▇▇▇▇▇▇ Property Insurance Company pursuant to the Asset Purchase Agreement between ▇▇▇▇▇▇ Property Insurance Company, Accel and ANIC of even date herewith in connection with the sale of ANIC's warranty book of business (the "Asset Purchase Agreement"). (a) Except for the shared property or assets identified in SCHEDULES 2.1(c) and 6.10, SCHEDULE 4.5(a) hereto contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C or any Acquired Company in the operation of the Lee-▇▇▇C Stations ▇ has good and the operation of each Acquired Company, as the case may be: (i) each parcel of real property owned, as of the date hereof, by such company ("Owned Real Property"), (ii) each parcel of material real property leased from or to a third party, as of the date hereof, by such company ("Leased Real Property"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof, and (iii) a list of all material fixed assets owned by such company as set forth in each company's depreciation schedule attached thereto, (excluding therefrom such fixed assets with an original cost of less than $5,000 or which have been fully depreciated) and prepared in the ordinary course of business as of the date set forth therein. Except as set forth in SCHEDULE 4.5(a) hereto, the Lee-▇▇▇C Stations and each Acquired Company does not own, or have a contractual obligation to purchase or otherwise acquire any material interest in, any parcel of real property which would be used or held for use primarily in the operation of the Lee-▇▇▇C Stations or by the Acquired Company. All of the tangible assets and properties used by Lee-▇▇▇C Stations or the Acquired Companies pursuant to a lease or license included among the Purchased Assets of the Lee-▇▇▇C Stations or to which an Acquired Company is a party shall be referred to herein, collectively, as "Leased Assets." (b) Lee-▇▇▇C and each Acquired Company have fee simple marketable title to all of the Owned Real Property of assets reflected on its books and records and on the Lee-▇▇▇C Stations ▇ September 30, 1997 Statutory Balance Sheet and on the Owned Real Property of the Acquired Companies▇▇▇▇ September 30, 1997 GAAP Balance Sheet, free and clear of Liens all Liens, except Permitted Encumbrances. for those assets leased by ▇▇▇▇ under leases listed on Schedule 2.8(a). All furniture, fixtures and equipment owned or used by ▇▇▇▇ (cthe "▇▇▇▇ Fixed Assets") Within twenty-one (21) days after will be in substantially the same condition on the Closing Date as existed on the date of this Agreement, Lee-reasonable wear and tear excepted. SUCH REPRESENTATION IS ACCEL'S SOLE WARRANTY WITH RESPECT TO THE ▇▇▇C ▇ FIXED ASSETS AND THE ▇▇▇▇ FIXED ASSETS ARE SOLD AS IS, WHERE IS, WITH ALL FAULTS AND WITH NO WARRANTIES, EXCEPT THOSE EXPRESSLY STATED HEREIN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH IMPLIED WARRANTIES ARE EXPRESSLY EXCLUDED. (b) Dublin has good and each Acquired Company shall, with respect to each tract of Owned Real Property owned by such company, procure at its expense (except as provided below) and deliver to Purchaser (i) commitments for either (x) endorsements to existing owner's policies of marketable title insurance committing to date the existing policies down to the Closing, subject to all matters of the assets reflected on its books and records and on the Dublin September 30, 1997 GAAP Balance Sheet, free and clear of all Liens, except for those assets leased by Dublin under leases listed on said policies Schedule 2.8(b). All furniture, fixtures and such other matters of record since equipment owned or used by Dublin (the "Dublin Fixed Assets") will be in substantially the same condition on the Closing Date as existed on the date of the policies or this Agreement, reasonable wear and tear excepted. SUCH REPRESENTATION IS ACCEL'S SOLE WARRANTY WITH RESPECT TO THE DUBLIN FIXED ASSETS AND THE DUBLIN FIXED ASSETS ARE SOLD AS IS, WHERE IS, WITH ALL FAULTS AND WITH NO WARRANTIES, EXCEPT THOSE EXPRESSLY STATED HEREIN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH IMPLIED WARRANTIES ARE EXPRESSLY EXCLUDED. (yc) ALTA owner's policies of ANSC has good and marketable title insurance in the amounts ascribed to the applicable tract of Owned Real Property, issued by Chicago Title Insurance Company or an affiliate or agent thereof, subject to all matters of record the assets reflected on its books and records and on the ANSC September 30, 1997 GAAP Balance Sheet, free and clear of all Liens, except for those assets leased by ANSC under leases listed on Schedule 2.8(c). All furniture, fixtures and equipment owned or used by ANSC (the "ANSC Fixed Assets") will be in substantially the same condition on the Closing Date as of existed on the date of the commitmentsthis Agreement, the pre-printed jacket exclusions reasonable wear and the standard pre-printed exceptionstear excepted. SUCH REPRESENTATION IS ACCEL'S SOLE WARRANTY WITH RESPECT TO THE ANSC FIXED ASSETS AND THE ANSC FIXED ASSETS ARE SOLD AS IS, (ii) copies of all matters listed as exceptions on the policies and commitmentsWHERE IS, as the case may beWITH ALL FAULTS AND WITH NO WARRANTIES, and (iii) if requested by Purchaser and at Purchaser's expense,EXCEPT THOSE EXPRESSLY STATED HEREIN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH IMPLIED WARRANTIES ARE EXPRESSLY EXCLUDED.

Tangible Property. (a) Except for the shared property or assets identified in SCHEDULES Schedules 2.1(c) and 6.10, SCHEDULE Schedule 4.5(a) hereto contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C -NMBC or any Acquired Company in the operation of the Lee-▇▇▇C -NMBC Stations and the operation of each Acquired Company, as the case may be: (i) each parcel of real property owned, as of the date hereof, by such company ("Owned Real Property"), (ii) each parcel of material real property leased from or to a third party, as of the date hereof, by such company ("Leased Real Property"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof, and (iii) a list of all material fixed assets owned by such company as set forth in each company's depreciation schedule attached thereto, (excluding therefrom such fixed assets with an original cost of less than $5,000 or which have been fully depreciated) and prepared in the ordinary course of business as of the date set forth therein. Except as set forth in SCHEDULE Schedule 4.5(a) hereto, the Lee-▇▇▇C -NMBC Stations and each Acquired Company does not own, or have a contractual obligation to purchase or otherwise acquire any material interest in, any parcel of real property which would be used or held for use primarily in the operation of the Lee-▇▇▇C -NMBC Stations or by the Acquired Company. All of the tangible assets and properties used by Lee-▇▇▇C -NMBC Stations or the Acquired Companies pursuant to a lease or license included among the Purchased Assets of the Lee-▇▇▇C -NMBC Stations or to which an Acquired Company is a party shall be referred to herein, collectively, as "Leased Assets." (b) Lee-▇▇▇C -NMBC and each Acquired Company have fee simple title to all of the Owned Real Property of the Lee-▇▇▇C -NMBC Stations and the Owned Real Property of the Acquired Companies, free and clear of Liens except Permitted Encumbrances. (c) Within twenty-one (21) days after the date of this Agreement, Lee-▇▇▇C -NMBC and each Acquired Company shall, with respect to each tract of Owned Real Property owned by such company, procure at its expense (except as provided below) and deliver to Purchaser (i) commitments for either (x) endorsements to existing owner's policies of title insurance committing to date the existing policies down to the Closing, subject to all matters listed on said policies and such other matters of record since the date of the policies or (y) ALTA owner's policies of title insurance in the amounts ascribed to the applicable tract of Owned Real Property, issued by Chicago Title Insurance Company or an affiliate or agent thereof, subject to all matters of record as of the date of the commitments, the pre-printed jacket exclusions and the standard pre-printed exceptions, (ii) copies of all matters listed as exceptions on the policies and commitments, as the case may be, and (iii) if requested by Purchaser and at Purchaser's expense,, surveys accompanied by certifications by surveyors registered and licensed in the jurisdiction where each tract is located stating that the surveys have been prepared as of a recent date in accordance with the current ALTA minimum standard detail requirements, or accompanied by a recertification updating to a current date a prior certification regarding preparation in accordance with such requirements.

Tangible Property. (a) Except for Section 4.14(a) of the shared property or assets identified in SCHEDULES 2.1(c) and 6.10, SCHEDULE 4.5(a) hereto Disclosure Schedule contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C or any Acquired Company in the operation of the Lee-▇▇▇C Stations and the operation of each Acquired Company, as the case may be: (i) each parcel item of real property owned, as of the date hereof, by such company the Company or any Company Subsidiary ("Owned Real Property"), (ii) each parcel item of material real property leased from or to a third party, as of the date hereof, by such company the Company or any Company Subsidiary ("Leased Real Property"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof, and (iii) a list of all material fixed assets owned by such company as set forth in each company's depreciation schedule attached thereto, (excluding therefrom such fixed assets with an original cost of less than $5,000 or which have been fully depreciated) and prepared in the ordinary course of business as of the date set forth therein. Except as set forth in SCHEDULE 4.5(aSection 4.14(a) heretoof the Company Disclosure Schedule, either the Company or a Company Subsidiary has legal, valid and marketable title to all Owned Real Property, and a valid and subsisting leasehold interest in all Leased Real Property, in each case free and clear of all Encumbrances other than Permitted Encumbrances, and has the right to use the Owned Real Property and the Leased Real Property in the manner and for the purposes as each is currently being used by the Company or a Company Subsidiary, as the case may be. (b) Except as set forth in Section 4.14(b) of the Company Disclosure Schedule, the Lee-▇▇▇C Stations Company and each Acquired the Company does not ownSubsidiaries have legal and valid title to, or have a contractual obligation to purchase or otherwise acquire any material interest in the case of leased assets and properties, valid and subsisting leasehold interests in, any parcel all of real property which would be the material tangible personal assets and properties used or held for use primarily by the Company or any Company Subsidiary in connection with the operation conduct of the Lee-▇▇▇C Stations or by the Acquired Company. All of the tangible assets and properties used by Lee-▇▇▇C Stations or the Acquired Companies pursuant to a lease or license included among the Purchased Assets of the Lee-▇▇▇C Stations or to which an Acquired Company is a party shall be referred to herein, collectively, as "Leased Assets." (b) Lee-▇▇▇C and each Acquired Company have fee simple title to all of the Owned Real Property of the Lee-▇▇▇C Stations and the Owned Real Property of the Acquired CompaniesBusiness, free and clear of Liens except all Encumbrances other than Permitted Encumbrances. (c) Within twenty-one (21) days after the date A true and complete copy of this Agreement, Lee-▇▇▇C and each Acquired Company shall, lease with respect to each tract of Owned Leased Real Property owned by such company, procure at its expense (except as provided below) with all amendments and deliver modifications has been delivered to Purchaser (i) commitments for either (x) endorsements to existing owner's policies the "Leases"), and there has been no default, nor any event which with passage of title insurance committing to date time or the existing policies down giving of notice would constitute a default, under any of the Leases on the part of the tenant or, to the ClosingCompany's Knowledge, subject to all matters listed on said policies and such other matters of record since the date of the policies landlord, that remains uncured, except for defaults that would not, individually or (y) ALTA owner's policies of title insurance in the amounts ascribed to the applicable tract of Owned Real Propertyaggregate, issued by Chicago Title Insurance Company or an affiliate or agent thereof, subject to all matters of record as of the date of the commitments, the pre-printed jacket exclusions and the standard pre-printed exceptions, (ii) copies of all matters listed as exceptions on the policies and commitments, as the case may be, and (iii) if requested by Purchaser and at Purchaser's expense,have a Material Adverse Effect.

Tangible Property. (a) Except for the shared property or assets identified in SCHEDULES 2.1(c) and 6.10, SCHEDULE Schedule 4.5(a) hereto contains a true, correct and complete list of the following to the extent owned, used or held for use by Lee-▇▇▇C or any Acquired Company in the operation Seller primarily to conduct the operations of the Lee-▇▇▇C Stations and the operation of each Acquired Company, as the case may beBusiness: (i) each parcel of real property owned, as of the date hereof, by such company the Seller ("Owned Real Property"), (ii) each parcel of material real property leased from or to a third party, as of the date hereof, by such company the Seller ("Leased Real Property"), the name of the third party lessor(s) or lessee(s) thereof, as the case may be, the date of the lease contract relating thereto and all amendments thereof, and (iii) a list of all material fixed assets owned or leased by such company the Seller, as set forth reflected in each companythe Seller's depreciation schedule attached thereto, (excluding therefrom such of fixed assets with an original cost of less than $5,000 or which have been fully depreciated) and prepared in the ordinary course of business as of the date set forth therein. Except as set forth in SCHEDULE Schedule 4.5(a) hereto, the Lee-▇▇▇C Stations and each Acquired Company Seller does not own, or have a contractual obligation to purchase or otherwise acquire any material interest in, any parcel of real property which would be used or held for use primarily in the operation of the Lee-▇▇▇C Stations or by the Acquired CompanyBusiness. All of the tangible assets and properties used by Lee-▇▇▇C Stations or the Acquired Companies Seller pursuant to a lease or license included among the Purchased Assets of the Lee-▇▇▇C Stations or to which an Acquired Company is a party shall be referred to herein, collectively, as "Leased Assets." (b) Lee-▇▇▇C The Seller has good and each Acquired Company have marketable fee simple title to all of the Owned Real Property of the Lee-▇▇▇C Stations and the Owned Real Property of the Acquired CompaniesProperty, free and clear of Liens except all Encumbrances other than Permitted Encumbrances. (cEncumbrances and those Encumbrances set forth on Schedule 4.5(b) Within twenty-one (21) days after hereto. The Seller has good title to all of the date of this Agreement, Lee-▇▇▇C and each Acquired Company shall, with respect tangible personal Purchased Assets purported to each tract of Owned Real Property be owned by such companythe Seller, procure at its expense (except as provided below) free and deliver to Purchaser (i) commitments for either (x) endorsements to existing owner's policies of title insurance committing to date the existing policies down to the Closing, subject to all matters listed on said policies and such other matters of record since the date of the policies or (y) ALTA owner's policies of title insurance in the amounts ascribed to the applicable tract of Owned Real Property, issued by Chicago Title Insurance Company or an affiliate or agent thereof, subject to all matters of record as of the date of the commitments, the pre-printed jacket exclusions and the standard pre-printed exceptions, (ii) copies clear of all matters listed as exceptions Encumbrances other than Permitted Encumbrances and those Encumbrances set forth on the policies and commitments, as the case may be, and (iiiSchedule 4.5(b) if requested by Purchaser and at Purchaser's expense,hereto.