Common use of Leased Real Properties Clause in Contracts

Leased Real Properties. Schedule 4.16 contains a complete and correct list of all real property leases, warehouse leases, subleases, licenses and occupancy agreements pursuant to which Seller is a lessor, lessee, sublessor, sublessee, licensor or licensee of real property, setting forth the address, landlord and tenant for each (the “Leased Real Property”). Seller has delivered to Purchaser correct and complete copies of each of the agreements set forth in Schedule 4.16, including all amendments thereto and all nondisturbance agreements in connection therewith. Each lease, sublease, license or other agreement set forth in Schedule 4.16 is legal, valid, binding, enforceable and in full force and effect. Except as set forth in Schedule 4.16, no party is in default, violation or breach under any of the same, and no event has occurred and is continuing thereunder that constitutes or, with notice or the passage of time or both, would constitute a default, violation or breach thereunder. Seller has good and valid title to the leasehold estate under each lease, sublease, license or other agreement set forth in Schedule 4.16, free and clear of all Liens except for (i) the Lien of any mortgage which encumbers the landlord’s interest in any Leased Real Property, (ii) Liens of the sublandlord, landlord and the master landlord set forth in the sublease, lease and master lease with respect to such Leased Real Property and (iii) Liens in favor of Amalgamated Bank. Seller enjoys peaceful and undisturbed possession under the same. All of the buildings, structures and other improvements situated in whole or in part at any Leased Real Property are in good operating condition, in a state of good maintenance and repair. The Leased Real Property constitute all of the real property interests leased or occupied in whole or in part by the Seller or which are related to or used in connection with the Business since April 16, 2003.

Leased Real Properties. Schedule 4.16 contains a complete and correct list of all real property leases, warehouse leases, subleases, licenses and occupancy agreements pursuant to which Seller is a lessor, lessee, sublessor, sublessee, licensor or licensee of real property, setting forth the address, landlord and tenant for each (the “Leased Real Property”). Seller has delivered to Purchaser correct and complete copies of each of the agreements set forth in Schedule 4.16, including all amendments thereto and all nondisturbance agreements in connection therewith. Each lease, sublease, license or other agreement set forth in Schedule 4.16 is legal, valid, binding, enforceable and in full force and effect. Except as set forth in Schedule 4.16, no party is in material default, violation or breach under any of the same, and no event has occurred and is continuing thereunder that constitutes or, with notice or the passage of time or both, would constitute a default, violation or breach thereunder. Seller has good and valid title to the leasehold estate under each lease, sublease, license or other agreement set forth in Schedule 4.16, free and clear of all Liens except for (i) the Lien of any mortgage which encumbers the landlord’s interest in any Leased Real Property, (ii) Liens of the sublandlord, landlord and the master landlord set forth in the sublease, lease and master lease with respect to such Leased Real Property and (iii) Liens in favor of Amalgamated BankLiens. Seller enjoys peaceful and undisturbed possession under the same. All of the buildings, structures and other improvements situated in whole or in part at any Leased Real Property are in good operating condition, in a state of good maintenance and repairrepair and are adequate and suitable for the purposes of which they are presently being used. The Leased Real Property constitute all of the real property interests leased or occupied in whole or in part by the Seller or which are related to or used in connection with the Business since April 1624, 20032000.

Leased Real Properties. Schedule 4.16 contains a complete and correct list of all real property leases, warehouse leases, subleases, licenses and occupancy agreements pursuant to which Seller is a lessor, lessee, sublessor, sublessee, licensor or licensee of real property, setting forth the address, landlord and tenant for each (the “Leased Real Property”). Seller has delivered to Purchaser correct and complete copies of each of the agreements set forth in Schedule 4.16, including all amendments thereto and all nondisturbance agreements in connection therewith. Each lease, sublease, license or other agreement set forth in Schedule 4.16 is legal, valid, binding, enforceable and in full force and effect. Except as set forth in Schedule 4.16, no party is in default, violation or breach under any of the same, and no event has occurred and is continuing thereunder that constitutes or, with notice or the passage of time or both, would constitute a default, violation or breach thereunder. Seller has good and valid title to the leasehold estate under each lease, sublease, license or other agreement set forth in Schedule 4.16, free and clear of all Liens except for (i) the Lien of any mortgage which encumbers the landlord’s interest in any Leased Real Property, (ii) Liens of the sublandlord, landlord and the master landlord set forth in the sublease, lease and master lease with respect to such Leased Real Property and (iii) Liens in favor of Amalgamated Bank. Seller enjoys peaceful and undisturbed possession under the same. All of the buildings, structures and other improvements situated in whole or in part at any Leased Real Property are in good operating condition, in a state of good maintenance and repair. The Leased Real Property constitute all of the real property interests leased or occupied in whole or in part by the Seller or which are related to or used in connection with the Business since April 16, 2003Business.

Leased Real Properties. Schedule 4.16 contains a complete and correct list of all real property leases, warehouse leases, subleases, licenses and occupancy agreements pursuant to which Seller is a lessor, lessee, sublessor, sublessee, licensor or licensee of real property, setting forth the address, landlord and tenant for each (the “Leased Real Property”). Seller has delivered to Purchaser correct and complete copies of each of the agreements set forth in Schedule 4.16, including all amendments thereto and all nondisturbance agreements in connection therewith. Each lease, sublease, license or other agreement set forth in Schedule 4.16 is legal, valid, binding, enforceable and in full force and effect. The term of each agreement set forth on Schedule 4.16 shall expire on the expiration date specified for such agreement on Schedule 4.16. All rents and other charges that are currently due and payable under each agreement set forth on Schedule 4.16 have been paid to date and all rents and other charges that become due and payable from and after the date hereof through the date of the Closing shall be paid when due. Except as set forth in Schedule 4.16, no party is in default, violation or breach under any of the same, and no event has occurred and is continuing thereunder that constitutes or, with notice or the passage of time or both, would constitute a default, violation or breach thereunder. Seller has good and valid title to the leasehold estate under each lease, sublease, license or other agreement set forth in Schedule 4.16, free and clear of all Liens except for (i) the Lien of any mortgage which encumbers the landlord’s interest in any Leased Real Property, (ii) Liens of the sublandlord, landlord and the master landlord set forth in the sublease, lease and master lease with respect to such Leased Real Property and (iii) Liens in favor of Amalgamated BankLiens. Seller enjoys peaceful and undisturbed possession under the same. All of the buildings, structures and other improvements situated in whole or in part at any Leased Real Property are in good operating condition, in a state of good maintenance and repairrepair and are adequate and suitable for the purposes of which they are presently being used. The Leased Real Property constitute all of the real property interests leased or occupied in whole or in part by the Seller or which are related to or used in connection with the Business since April 16January 1, 2003.2004. Table of Contents

Leased Real Properties. (i) Section 2.20(b)(i) of the Disclosure Schedule 4.16 contains a complete and correct list sets forth all leases of all real property leases, warehouse leases, subleases, licenses and occupancy agreements pursuant to which Seller is a lessor, lessee, sublessor, sublessee, licensor or licensee of real property, setting forth the address, landlord and tenant for each (the “Leased Real Property”). Seller has delivered ) pursuant to Purchaser correct and complete copies of each which any Company is a party (whether as lessee or lessor) as of the agreements set forth in Schedule 4.16, including all amendments thereto date hereof (each a “Real Property Lease,” and all nondisturbance agreements in connection therewith. collectively the “Real Property Leases”). (ii) Each lease, sublease, license or other agreement set forth in Schedule 4.16 Real Property Lease is legal, valid, binding, binding and enforceable and in full force and effectaccordance with its terms. Except as set forth in Schedule 4.16, no party No Company is in default, violation breach of or breach in default of its obligations under any of the samesuch Real Property Lease, and no event has occurred and is continuing thereunder that constitutes orwhich, with notice or the passage lapse of time or both, would constitute a defaultbreach or default or permit termination, violation modification or breach thereunder. Seller has good acceleration thereunder and valid title no such Real Property Lease is subject to the leasehold estate under each lease, sublease, license any Lien or other agreement restriction that substantially impairs the use of the Facilities to which it relates. (iii) Except as set forth in Schedule 4.16Section 2.20(b)(iii) of the Disclosure Schedule, free and clear each Company party thereto and, to Seller’s Knowledge, each of the other parties thereto, has performed in all Liens except for (i) material respects all material obligations required to be performed by it under each Real Property Lease. The Companies’ use of the Lien of any mortgage which encumbers the landlord’s interest in any Leased Real PropertyProperty is and has been in compliance with all applicable building, (ii) Liens zoning, subdivision, and other Applicable Laws. No Company has received notice of any, and, to the sublandlordKnowledge of Seller, landlord and there is no threatened, eminent domain proceeding or proceeding to change or redefine the master landlord set forth in the sublease, lease and master lease zoning classification with respect to such Leased the Facilities. (iv) The Facilities are being used for the purpose set out in their respective Real Property Lease and (iii) Liens in favor are sufficient for the conduct of Amalgamated Bank. Seller enjoys peaceful and undisturbed possession under the sameCompanies’ business as it is being conducted as of the date hereof. All Facilities are supplied with utilities (including water, sewage, disposal, electricity, gas and telephone) and other services necessary for the operation of the such Facilities as currently operated. All buildings, structures and other improvements situated appurtenances comprising any part of the Facilities that are currently being used in whole the conduct of the Companies’ business are in satisfactory condition and have been well maintained, normal wear and tear excepted. (v) No notice or in part at agreement to terminate any Leased Real Property are in good operating conditionLease has been served on any Company, in a state or to the Knowledge of good maintenance and repair. The Leased Real Property constitute all of the real property interests leased or occupied in whole or in part Seller, entered into by the Seller or which are related to or used in connection any other Persons with the Business since April 16, 2003respect thereto.

Leased Real Properties. Schedule 4.16 contains a complete and correct list of all real property leases, warehouse leases, subleases, licenses and occupancy agreements pursuant to which Seller is a lessor, lessee, sublessor, sublessee, licensor or licensee of real property, setting forth the address, landlord and tenant for each (the “Leased Real Property”). Seller has delivered to Purchaser correct and complete copies of each of the agreements set forth in Schedule 4.16, including all amendments thereto and all nondisturbance agreements in connection therewith. Each lease, sublease, license or other agreement set forth in Schedule 4.16 is legal, valid, binding, enforceable and in full force and effect. Except as set forth in Schedule 4.16, no party is in default, violation or breach under any of the same, and no event has occurred and is continuing thereunder that constitutes or, with notice or the passage of time or both, would constitute a default, violation or breach thereunder. Seller has good and valid title to the leasehold estate under each lease, sublease, license or other agreement set forth in Schedule 4.16, free and clear of all Liens except for (i) the Lien of any mortgage which encumbers the landlord’s interest in any Leased Real Property, (ii) Liens in favor of Amalgamated Bank and (iii) Liens of the sublandlord, landlord and the master landlord set forth in the sublease, lease and master lease with respect to such Leased Real Property and (iii) Liens in favor of Amalgamated BankProperty. Seller enjoys peaceful and undisturbed possession under the same. All of the buildings, structures and other improvements situated in whole or in part at any Leased Real Property are in good operating condition, in a state of good maintenance and repair. The Leased Real Property constitute all of the real property interests leased or occupied in whole or in part by the Seller or which are related to or used in connection with the Business since April 16December 12, 20032002.