OF ANY LEASED BUSINESS REAL PROPERTY AS USED IN
THE CONDUCT OF THE BUSINESS.
9.10.7
THE IMPROVEMENTS HAVE BEEN CONSTRUCTED IN ALL MATERIAL RESPECTS IN
ACCORDANCE WITH APPLICABLE LAWS AND ARE STRUCTURALLY SOUND, ARE IN GOOD
OPERATING CONDITION AND REPAIR, ORDINARY WEAR AND TEAR EXCEPTED, ARE FREE FROM
LATENT AND PATENT DEFECTS, ARE SUITABLE FOR THE PURPOSES FOR WHICH THEY ARE
BEING USED AND ARE CURRENTLY PLANNED TO BE USED BY THE SELLER OR ITS AFFILIATES
AND HAVE BEEN MAINTAINED IN ACCORDANCE WITH NORMAL INDUSTRY PRACTICE. THE LEASED
BUSINESS REAL PROPERTY CONSTITUTES ALL OF THE REAL PROPERTY NECESSARY TO CONDUCT
THE MANUFACTURE OF THE PRODUCTS OF THE BUSINESS (OTHER THAN THOSE PRODUCTS OF
THE BUSINESS WHICH ARE MANUFACTURED BY THIRD PARTIES PURSUANT TO CONTRACTS) AS
CONDUCTED AND AS CURRENTLY PLANNED TO BE CONDUCTED BY THE SELLER AND ITS
AFFILIATES.
9.10.8
ALL CERTIFICATES OF OCCUPANCY AND COMPLETION AND OTHER CONSENTS
(COLLECTIVELY, THE "REAL PROPERTY PERMITS") OF ALL GOVERNMENTAL AUTHORITIES, OR
ANY OTHER PERSON HAVING JURISDICTION OVER THE LEASED BUSINESS REAL PROPERTY THAT
ARE REQUIRED OR APPROPRIATE FOR THE PURCHASER OR ITS AFFILIATES TO USE OR OCCUPY
THE LEASED BUSINESS REAL PROPERTY OR OPERATE THE BUSINESS AS CURRENTLY CONDUCTED
THEREON, HAVE BEEN ISSUED AND ARE IN FULL FORCE AND EFFECT. CLAUSE 9.10.8 OF THE
SELLER DISCLOSURE SCHEDULE SETS FORTH AN ACCURATE AND COMPLETE LIST OF ALL REAL
PROPERTY PERMITS HELD BY THE SELLER OR ITS AFFILIATES WITH RESPECT TO EACH
PARCEL OF THE LEASED BUSINESS REAL PROPERTY. THE SELLER HAS MADE AVAILABLE TO
THE PURCHASER ACCURATE AND COMPLETE COPIES OF ALL REAL PROPERTY PERMITS. NEITHER
THE SELLER NOT ANY OF ITS AFFILIATES HAS RECEIVED ANY NOTICE FROM ANY
GOVERNMENTAL AUTHORITY OR OTHER PERSON HAVING JURISDICTION OVER THE LEASED
BUSINESS REAL PROPERTY THREATENING A SUSPENSION, REVOCATION, MODIFICATION OR
CANCELLATION OF ANY REAL PROPERTY PERMIT AND NO EVENT HAS OCCURRED OR
CIRCUMSTANCE EXISTS THAT COULD REASONABLY BE EXPECTED TO GIVE RISE TO THE
ISSUANCE OF ANY SUCH NOTICE OR THE TAKING OF ANY SUCH ACTION. EXCEPT AS SET
FORTH ON CLAUSE 9.10.8 OF THE SELLER DISCLOSURE SCHEDULE, THE REAL PROPERTY
PERMITS ARE TRANSFERABLE TO THE PURCHASER OR ITS AFFILIATES WITHOUT THE CONSENT
OF THE ISSUING GOVERNMENTAL AUTHORITY OR ANY OTHER PERSON, NO DISCLOSURE, FILING
OR OTHER ACTION BY THE SELLER OR ANY OF ITS AFFILIATES IS REQUIRED IN CONNECTION
WITH SUCH
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CONFIDENTIAL TREATMENT
[***] Indicates that text has been omitted which is the subject of a
confidential treatment request. This text has been separately filed with the
SEC.
TRANSFER AND NEITHER THE PURCHASER NOR ANY OF ITS AFFILIATES SHALL BE REQUIRED
TO ASSUME ANY ADDITIONAL LIABILITIES UNDER THE REAL PROPERTY PERMITS AS A RESULT
OF SUCH TRANSFER.
9.10.9
THE PARCELS CONSTITUTING THE LEASED BUSINESS REAL PROPERTY ARE
ASSESSED SEPARATELY FROM ALL OTHER ADJACENT PROPERTY NOT CONSTITUTING THE LEASED
BUSINESS REAL PROPERTY FOR PURPOSES OF REAL ESTATE TAXES ASSESSED TO, OR PAID
BY, THE SELLER OR ANY OF ITS AFFILIATES. THERE ARE NO TAXES, ASSESSMENTS, FEES,
CHARGES OR SIMILAR COSTS OR EXPENSES IMPOSED