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Encumbrances, and no basis exists for any claim by any third party to any ownership interest in the Owned
<br /> Real Property(including any option,obligation,right of first refusal,purchase contract,or other contractual
<br /> right to sell, lease, or purchase any real property or any portions thereof or interests therein). Sellers have
<br /> delivered to Buyer true, correct, and complete copies of the deeds and other instruments (as recorded) by
<br /> which the Company acquired the Owned Real Property, and true, correct and complete copies of all title
<br /> insurance policies,abstracts, and surveys relating to the Owned Real Property. With respect to the Owned
<br /> Real Property:
<br /> (a) There is no pending or,to Sellers' knowledge,threatened condemnation,eminent domain,
<br /> or other Proceeding concerning, or that could adversely affect,the Owned Real Property, nor are there any
<br /> other matters materially and adversely affecting the current use or occupancy thereof. The covenants,
<br /> conditions, rights-of-way, easements, and similar restrictions affecting any portion of the Owned Real
<br /> Property do not materially impair the ability to use such Owned Real Property in the operation of the
<br /> Business as currently conducted and as presently planned to be conducted by Sellers.
<br /> (b) All Owned Real Property is adequately served by all necessary utilities and is not situated
<br /> in a"flood hazard area,"as defined by the Federal Insurance Administration. All Owned Real Property has
<br /> perpetual direct access rights to public roadways. All easements,cross easements, licenses, air rights, and
<br /> rights-of-way, or other similar property interests (collectively, "Easements") necessary for the full
<br /> utilization of the Owned Real Property in its current and Sellers' proposed uses and purposes have been
<br /> obtained and are in full force and effect without default thereunder. No present default or breach exists
<br /> regarding the Easements, and no condition or circumstance exists which, with the passage of time or the
<br /> giving of notice, or both,would constitute or result in a default or breach.
<br /> (c) The Owned Real Property, and Sellers' currently proposed use thereof, complies in all
<br /> material respects with all restrictive covenants and applicable Laws (including all applicable zoning or
<br /> building ordinances or codes and other use or occupancy restrictions, in each case,without reliance on any
<br /> "grandfather" clauses or exceptions for permitted, non-conforming uses), and does not cause or constitute
<br /> a nuisance or trespass.
<br /> (d) At the Closing, Buyer will be vested, free and clear of all Encumbrances, other than
<br /> Permitted Encumbrances, with good and marketable, indefeasible title in fee simple to the Owned Real
<br /> Property(and the improvements located thereon).
<br /> (e) Sellers have delivered to Buyer copies of all surveys or engineering studies relating to the
<br /> Owned Real Property that are in the possession or control of Sellers.
<br /> (f) Sellers have paid all Taxes and other governmental assessments relating to the Owned Real
<br /> Property to the extent that the same have become due and payable.
<br /> (g) Sellers have materially complied with all Laws from any Governmental Authority with
<br /> respect to COVID-19, including limitations on operations and required safety measures.
<br /> (h) Except to the extent expressly set forth on Schedule 3.08(h):
<br /> (i) No natural person, entity, or organization whatsoever including any individual,
<br /> sole proprietorship, corporation, partnership, limited liability company, association, trust, bank, estate, or
<br /> Governmental Authority (each a"Person"), other than the Company occupies, possesses, or uses, or has
<br /> any right to occupy, possess, or use, any of the Owned Real Property, including by virtue of leases,
<br /> subleases, licenses, concessions,or other Contracts(written or oral);
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