Common use of Contracts, Permits and Material Documents Clause in Contracts

Contracts, Permits and Material Documents. The items listed ----------------------------------------- in Schedule 3.3 attached hereto are all of the following ("Material Documents") with respect to the Companies which provide a benefit or imposes a detriment of a value of $25,000 or more: (i) leases for real and personal property, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds, mortgages, liens, pledges, and security agreements under which any of the Companies are bound or under which any of the Companies are the beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of the Companies, (viii) all surety bonds, closure bonds or any other obligation which the Companies have liability for with respect to their operations and (ix) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.5) which are binding on any of the Companies or any of their property and pursuant to which any of the Companies derive a benefit or incur a detriment having a value of $25,000 or more. The Material Documents listed on Schedule 3.3 are organized under separate headings for each of the Companies and under subheadings for each of the different type of documents listed. Except as set forth on Schedule 3.3, neither the Companies nor any person or party to any of the Material Documents or bound thereby is in material default under any of the Material Documents, and no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the Companies is a party to, and none of Companies' properties are bound by, any agreement or instrument which is material to the continued conduct of business operations of the Companies, as now being conducted, except as listed in Schedule 3.3.

Contracts, Permits and Material Documents. The items listed ----------------------------------------- in Schedule 3.3 3.3, attached hereto hereto, are all of the following with respect to the Company ("Material Documents") with respect to the Companies which provide a benefit or imposes a detriment of a value of $25,000 or more: ): (i) leases for real and personal property, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds, letters of credit, mortgages, liens, pledges, and security agreements under which any of the Companies are Company is bound or under which any of the Companies are the Company is a beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of Company's businesses, including the Companieslicense authorizing the Company to operate a landfill at the Property, and (viii) all surety bonds, closure bonds or any other obligation which the Companies have liability for with respect to their operations and (ix) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.5) which are binding on any of the Companies Company or any of their its property and or pursuant to which the Company derives any material benefit or has imposed upon it any material detriment. For purposes of the Companies derive this Section 3.3 a material benefit or material detriment shall be anything which provides a benefit or incur imposes a detriment having a value of $25,000 10,000 or more. The Material Documents listed on Schedule 3.3 are organized under separate headings for each of the Companies and under subheadings for each of the different type of documents listed. Except as set forth on Schedule 3.3Neither the Company nor, neither the Companies nor to Seller's knowledge, any person or party to the any of the Material Documents or bound thereby is in material or knowing default under any of the Material Documents, and no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the Companies The Company is not a party to, and none of Companies' properties are the Company's property is not bound by, by any agreement or instrument which is material to the continued conduct of its business operations of the Companies, as now being conductedconducted or with respect to which a default might materially and adversely affect its properties, business operations, or financial condition of the Company, except as listed in Schedule 3.3. To the Sellers' knowledge, the documents listed on Schedule 3.3 confer on the Company all rights necessary to enable the Company to conduct its operations as now being conducted.

Contracts, Permits and Material Documents. The items listed ----------------------------------------- and included in Schedule 3.3 3.3, attached hereto hereto, are all of the following material documents with respect to the Company ("Material Documents") with respect to the Companies which provide a benefit or imposes a detriment of a value of $25,000 or more: ): (i) leases and purchase agreements for real property, and leases and purchase agreements for personal property, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds, letters of credit, mortgages, liens, pledges, and security agreements under which any of the Companies are Company is bound or under which any of the Companies are the Company is a beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governmentsa Governmental Entity, governmental agencies (federal, state and local) and/or third parties relating to, to or used in or required by a Governmental Entity for the operation of any of the business of the CompaniesCompany's businesses, and (viii) all surety bonds, closure bonds or any other obligation which the Companies have liability for with respect to their operations and (ix) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.5) which are binding on any of the Companies Company or any of their its property and or pursuant to which the Company derives any of the Companies derive a material benefit or incur has imposed upon it any material detriment. For purposes of this Agreement, a detriment having a value material document is "material" if it (i) has an initial term of more than one year, (ii) cannot be terminated by the Company without penalty upon notice of thirty (30) days or less, or (iii) requires the payment by or to the Company of more than Ten Thousand Dollars ($25,000 or more10,000) during any twelve (12) month period. The Material Documents listed on and included in Schedule 3.3 are organized under separate headings for each of the Companies and under subheadings for each of the different type of documents listedprovided. Except as set forth on Schedule 3.3Neither the Company nor, neither to the Companies nor Sellers' Knowledge, any person or party to the any of the Material Documents or are bound thereby is in material default under any of the Material Documents, and no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the Companies The Company is not a party to, and none of Companies' properties are the Company's property is not bound by, by any agreement or instrument which is material to the continued conduct of its business operations of the Companies, as now being conductedconducted with respect to which a default might adversely affect its properties, business or operations, or financial condition of the Company, except as listed in Schedule 3.3. To Sellers' knowledge, the Material Documents listed on Schedule 3.3 confer on the Company all rights necessary to enable the Company to conduct its operations as now being conducted.

Contracts, Permits and Material Documents. The items listed ----------------------------------------- in Schedule 3.3 attached hereto are all of the following ("Material Documents") with respect to the Companies which provide a benefit or imposes a detriment of a value of $25,000 or more: (i) leases for real and personal property, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds, mortgages, liens, pledges, and security agreements under which any of the Companies are bound or under which any of the Companies are the beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of the Companies, (viii) all surety bonds, closure bonds or any other obligation which the Companies have liability for with respect to their operations and (ix) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.5) which are binding on any of the Companies or any of their property and pursuant to which any of the Companies derive a benefit or incur a detriment having a value of $25,000 or more. The Material Documents listed on Schedule 3.3 are organized under separate headings for each of the Companies and under subheadings for each of the different type of documents listed. Except as set forth on Schedule 3.3, neither the Companies nor any person or party to any of the Material Documents or bound thereby is in material default under any of the Material Documents, and and, to the knowledge of Seller, no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the The Companies is are not a party to, and none of Companies' properties are bound by, any agreement or instrument which is material to the continued conduct of business operations of the Companies, as now being conducted, except as listed in Schedule 3.3.

Contracts, Permits and Material Documents. The items listed ----------------------------------------- in Schedule 3.3 attached hereto are all of the following with respect to the Company ("Material Documents") with respect to the Companies which provide a benefit or imposes a detriment of a value of $25,000 or more: ): (i) leases for real and personal property, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds, mortgages, liens, pledges, and security agreements under which any of the Companies are bound or under which any of the Companies are the beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any the Company's businesses, including the permits form the Pennsylvania Department of Environmental Protection and the City of Philadelphia authorizing the Company to operate a soil remediation business of at the CompaniesProperty, (viiiiii) all surety bondsfranchises, closure bonds or any other obligation (iv) promissory notes, guarantees, bond, mortgages, liens, pledges, and security agreements under which the Companies have liability for with respect to their operations Company is bound or under which the Company is a beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, and (ixvii) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.5) which are binding on any of the Companies Company or any of their its property and or pursuant to which the Company derives any material benefit or has imposed upon it any material detriment. For purposes of the Companies derive this Section 3.3, a material benefit or material detriment shall be anything which provides a benefit or incur imposes a detriment having a value of $25,000 20,000 or more. The Material Documents listed on Schedule 3.3 are organized under separate headings for each of the Companies and under subheadings for each of the different type of documents listed. Except as set forth on Schedule 3.3Neither the Company nor, neither the Companies nor to Seller's knowledge, any person or party to the any of the Material Documents or bound thereby is in material or knowing default under any of the Material Documents, and no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the Companies The Company is not a party to, and none of Companies' properties are the Company's property is not bound by, any agreement or instrument which is material to the continued conduct of its business operations of the Companies, as now being conductedconducted or with respect to which a default might materially and adversely affect its properties, business operations, or financial condition of the Company, except as listed in Schedule 3.3. The documents listed on Schedule 3.3 confer on the Company all rights necessary to enable the Company to conduct its operations as now being conducted.

Contracts, Permits and Material Documents. The items listed ----------------------------------------- in Schedule 3.3 attached hereto are all of the following ("Material Documents") with respect to the Xxxxxxx Companies which provide a benefit or imposes a detriment of a value of $25,000 10,000 or more: (i) leases for real and personal property, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds, mortgages, liens, pledges, and security agreements under which any of the Xxxxxxx Companies are bound or under which any of the Xxxxxxx Companies are the beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of the Xxxxxxx Companies, (viii) all surety bonds, closure bonds or any other obligation which the Xxxxxxx Companies have liability for with respect to their operations and (ix) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.5) which are binding on any of the Xxxxxxx Companies or any of their property and pursuant to which any of the Xxxxxxx Companies derive a benefit or incur a detriment having a value of $25,000 10,000 or more. The Material Documents listed on Schedule 3.3 are organized under separate headings for each of the Xxxxxxx Companies and under subheadings for each of the different type of documents listed. Except as set forth on Schedule 3.3, neither the Xxxxxxx Companies nor any person or party to any of the Material Documents or bound thereby is in material default under any of the Material Documents, and and, to the knowledge of Seller, no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the The Xxxxxxx Companies is are not a party to, and none of the Xxxxxxx Companies' properties are bound by, any agreement or instrument which is material to the continued conduct of business operations of the Xxxxxxx Companies, as now being conducted, except as listed in Schedule 3.3.

Contracts, Permits and Material Documents. The items listed ----------------------------------------- in Schedule 3.3 3.15 attached hereto are lists all of the following ("Material Documents") with respect to the Companies which provide a benefit or imposes a detriment of a value of $25,000 or morematerial agreements: (i) leases and purchase agreements for real property and personal property, in each case, with a purchase price of $100,000 or more or requiring monthly lease payments of $5,000 or more, (ii) licensesmaterial licenses and franchises, (iii) franchisesthe failure to possess which could reasonably be expected to have a material adverse effect on Seller, (iv) promissory notes, guarantees, bonds, letters of credit, mortgages, liens, pledges, and security agreements under which any of the Companies are Seller is bound or under which any of the Companies are the beneficiarySeller is a beneficiary that have initial principal amounts of, or secure obligations of, $100,000 or more, (v) collective bargaining agreements, (vi) all material patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logoslogos used or usable by Seller (all of which are owned by Xxxx Trademark Corp., a wholly-owned subsidiary of Seller), (viivi) all material permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of the Companies, (viii) all surety bonds, closure bonds or any other obligation Seller businesses and which the Companies failure to possess could reasonably be expected to have liability for with respect to their operations a material adverse effect on Seller, and (ixvii) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.5) which are binding on any of the Companies Seller or any of their its property and or pursuant to which the Seller derives any of the Companies derive a material benefit or incur a detriment having a value of $25,000 or morehas imposed upon it any material detriment. The Material Documents listed on Schedule 3.3 are organized under separate headings for each of Neither the Companies and under subheadings for each of the different type of documents listed. Except as set forth on Schedule 3.3Seller nor, neither the Companies nor to Sellers' knowledge, any person or party to the any of the documents disclosed on Schedule 3.15 ("Material Documents Documents") or bound thereby is in material default under any of the Material Documents, and and, to Seller's knowledge, no act or event has occurred which which, with notice or lapse of time, or both, would constitute such a default. None of the Companies The Seller is not a party to, and none of Companies' properties are the Seller's property is not bound by, any agreement or instrument which is material to the continued conduct of its business operations of the Companies, as now being conductedconducted and with respect to which a default might materially and adversely affect its financial condition, except as listed in Schedule 3.3.3.15. /S/3.16 Title. -----

Contracts, Permits and Material Documents. The With the ----------------------------------------- exception of the items described in the last two sentences of this Section 3.3, the items listed ----------------------------------------- and included in Schedule 3.3 3.3, attached hereto hereto, are all of the following ("Material Documents") with respect to the Companies which provide a benefit Company, Business, Locations or imposes a detriment of a value of $25,000 or moreSubsidiaries: (i) leases for real and personal property, (ii) licensesnon- governmental licenses or permissions used in connection with the Locations or the Business, (iii) franchises, (iv) promissory notes, guarantees, bonds, mortgages, liens, pledges, and security agreements guarantees under which the Company or any of the Companies are Subsidiaries is bound or under which the Company or any of the Companies are Subsidiaries is the beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of the Companies, Locations; (viii) all surety bonds, closure bonds or letters of credit or any other obligation which the Companies Company or Subsidiaries have liability for with respect to their operations and the Business; (ix) all contracts to acquire any car wash businesses from third parties; (x) all other contracts, agreements, instruments, mortgages, deeds of trust, and security agreements and instruments not listed on another Schedule (such as the Operating Contracts listed on Schedule 3.5 and the Company Debt listed on Schedule 3.8(a)) attached to this Agreement (such as the customer contracts listed on Schedule 3.5) which are binding on the Company or any of the Companies or any of their property and pursuant to which any of the Companies derive a benefit or incur a detriment having a value of $25,000 or moreSubsidiaries. The Material Documents listed on Schedule 3.3 are organized under separate headings for each of the Companies and under subheadings heading for each of the different type types of documents listedlisted and are organized by Location where the Material Documents relate to a specific Location. Except as set forth on Schedule 3.3, neither the Companies Company nor any person or party to any of the Material Documents or bound thereby is in material default or in default known to Company under any of the Material Documents, and and, to the knowledge of Company, no act or event or knowing default under any of the Material Documents has occurred which with notice or lapse of time, or both, would constitute such a default. None of The Company and the Companies is Subsidiaries are not a party to, and none of Companiesthe Company's and Subsidiaries' properties are not bound by, any agreement or instrument which is material to the continued conduct of business operations of the CompaniesCompany, as now being conducted, except as listed in Schedule 3.3. The parties hereto agree that a document shall not be deemed to be a Material Document, if it has a benefit or burden to the Company or its Subsidiaries of Twenty-five Thousand Dollars ($25,000) or less per year or if it is a license or permit which is renewed without substantive review by the issuing authority. Documents which are not Material Documents shall not be listed on Schedule 3.3.

Contracts, Permits and Material Documents. The items listed ----------------------------------------- in Schedule 3.3 attached hereto are all of the following ("Material Documents") with respect to the Xxxxxxx Companies which provide a benefit or imposes a detriment of a value of $25,000 or more: (i) leases for real and personal property, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds, mortgages, liens, pledges, and security agreements under which any of the Xxxxxxx Companies are bound or under which any of the Xxxxxxx Companies are the beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of the Xxxxxxx Companies, (viii) all surety bonds, closure bonds or any other obligation which the Xxxxxxx Companies have liability for with respect to their operations and (ix) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.5) which are binding on any of the Xxxxxxx Companies or any of their property and pursuant to which any of the Xxxxxxx Companies derive a benefit or incur a detriment having a value of $25,000 or more. The Material Documents listed on Schedule 3.3 are organized under separate headings for each of the Xxxxxxx Companies and under subheadings for each of the different type of documents listed. None of the Material Documents have been amended or modified or have had any terms waived, except as listed on Schedule 3.3 and except for non-material waivers or modifications of which Sellers do not have knowledge. Except as set forth on Schedule 3.3, neither the Xxxxxxx Companies nor any person or party to any of the Material Documents or bound thereby is in material or knowing default under any of the Material Documents, and and, to the knowledge of Sellers, no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the The Xxxxxxx Companies is are not a party to, and none of Xxxxxxx Companies' properties are bound by, any agreement or instrument which is material to the continued conduct of business operations of the Xxxxxxx Companies, as now being conducted, except as listed in Schedule 3.3.

Contracts, Permits and Material Documents. The items listed ----------------------------------------- in Schedule 3.3 attached hereto are all of the following ("Material Documents") with respect to the Companies Company which provide a benefit or imposes a detriment of a value of $25,000 or more: (i) leases for real and personal property, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds, mortgages, liens, pledges, and security agreements under which any of the Companies Company are bound or under which any of the Companies Company are the beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of the CompaniesCompany, (viii) all surety bonds, closure bonds or any other obligation which the Companies Company have liability for with respect to their operations and (ix) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.5) which are binding on any of the Companies Company or any of their property and pursuant to which any of the Companies Company derive a benefit or incur a detriment having a value of $25,000 or more. The Material Documents listed on Schedule 3.3 are organized under separate headings for each of the Companies and under subheadings for each of the different type types of documents listed. Except as set forth on Schedule 3.3, neither the Companies Company nor any person or party to any of the Material Documents or bound thereby is in material or knowing default under any of the Material Documents, and and, to the knowledge of Seller, no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the Companies The Company is not a party to, and none of Companies' Company's properties are bound by, any agreement or instrument which is material to the continued conduct of business operations of the CompaniesCompany, as now being conducted, except as listed in Schedule 3.3.

Contracts, Permits and Material Documents. The items listed ----------------------------------------- in Schedule 3.3 attached hereto are 2.3 attached, comprise all of the following with respect to the Company ("Material Documents") with respect to the Companies which provide a benefit or imposes a detriment of a value of $25,000 or more: ): (i) leases for real and personal property, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bondsbond, mortgages, liens, pledges, and security agreements under which any of the Companies are Company is bound or under which any of the Companies are Company is the beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of the CompaniesCompany's business, and (viii) all surety bonds, closure bonds or any other obligation which the Companies have liability for with respect to their operations and (ix) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.52.5) which are binding on any of the Companies Company or any of their its property and pursuant to which the Company derives any material benefit or has imposed upon it any material detriment. For purposes of the Companies derive this Section 2.3, a material benefit or material detriment shall be anything which provides a benefit or incur imposes a detriment having a value of $25,000 or more. The Material Documents listed on Schedule 3.3 2.3 are organized under separate headings for each of the Companies and under subheadings for each of the different type of documents listed. Except as set forth on Schedule 3.32.3, neither the Companies nor Company nor, to the knowledge of the Sellers, any person or party to any of the Material Documents or bound thereby is in material or knowing default under any of the Material Documents, and and, to the actual knowledge of the Sellers, no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the Companies The Company is not a party to, and none of Companies' properties are the Company's property is bound by, any agreement or instrument which is material to the continued conduct of business operations of the CompaniesCompany, as now being conducted, except as listed in Schedule 3.32.3.

Contracts, Permits and Material Documents. The items listed ----------------------------------------- in Schedule 3.3 attached hereto 2.3 attached, are all of the following with respect to the Company ("Material Documents") with respect to the Companies which provide a benefit or imposes a detriment of a value of $25,000 or more: ): (i) leases for real and personal propertyproperty excepting office equipment, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds, mortgages, liens, pledges, and security agreements under which any of the Companies are Company is bound or under which any of the Companies are Company is the beneficiary, except for the obligations evidencing Company Debt which are listed on Schedule 1.4, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of the CompaniesCompany's businesses, and (viii) all surety bonds, closure bonds or any other obligation which the Companies have liability for with respect to their operations and (ix) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.52.5) which are binding on any of the Companies Company or any of their its property and pursuant to which the Company derives any material benefit or has imposed upon it any material detriment. For purposes of the Companies derive this Section 2.3 a material benefit or material detriment shall be anything which provides a benefit or incur imposes a detriment having a value of $25,000 or more. The Material Documents listed on Schedule 3.3 2.3 are organized under separate headings for each of the Companies and under subheadings for each of the different type of documents listed. Except as set forth on Schedule 3.32.3 or Schedule 1.4, neither the Companies nor Company nor, to the knowledge of the Sellers, any person or party to any of the Material Documents or the Company Debt, or bound thereby is in material or knowing default under any of the Material DocumentsDocuments or the Company Debt, and and, to the knowledge of the Sellers, no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the Companies The Company is not a party to, and none of Companies' properties are no Company property is bound by, any agreement or instrument which is material to the continued conduct of business operations of the CompaniesCompany, as now being conducted, except as listed in Schedule 3.32.3 or Schedule 1.4.

Contracts, Permits and Material Documents. The items listed ----------------------------------------- in Schedule 3.3 attached hereto are 2.3 attached, comprise all of the following with respect to each of the Companies ("Material Documents") with respect to the Companies which provide a benefit or imposes a detriment of a value of $25,000 or more: ): (i) leases for real and personal property, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bondsbond, mortgages, liens, pledges, and security agreements under which any of the Companies are bound or under which any of the Companies are the beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of the Companieseach Company's business, and (viii) all surety bonds, closure bonds or any other obligation which the Companies have liability for with respect to their operations and (ix) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.52.5) which are binding on any of the Companies Company or any of their its property and pursuant to which any Company derives any material benefit or has imposed upon it any material detriment. For purposes of the Companies derive this Section 2.3 a material benefit or material detriment shall be anything which provides a benefit or incur imposes a detriment having a value of $25,000 or more. The Material Documents listed on Schedule 3.3 2.3 are organized under separate headings for each of the Companies and under subheadings for each of the different type of documents listed. Except as set forth on Schedule 3.32.3, neither no Company nor, to the Companies nor knowledge of the Sellers, any person or party to any of the Material Documents or bound thereby is in material or knowing default under any of the Material Documents, and and, to the knowledge of the Sellers, no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the Companies No Company is a party to, and none of Companies' properties are no Company's property is bound by, any agreement or instrument which is material to the continued conduct of business operations of the Companies, taken as a whole, as now being conducted, except as listed in Schedule 3.32.3.

Contracts, Permits and Material Documents. The items listed ----------------------------------------- and included in Schedule 3.3 3.3, attached hereto hereto, are all of the following with respect to the Company ("Material Documents") with respect to the Companies which provide a benefit or imposes a detriment of a value of $25,000 or more: ): (i) leases and purchase agreements for real property, and leases and purchase agreements for personal propertyproperty and businesses, including the Acquisition Contracts, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds, letters of credit, mortgages, liens, pledges, and security agreements under which the Company is, or any of the Companies are its assets are, bound or under which any of the Companies are the Company is a beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of the CompaniesCompany's businesses, and (viii) all surety bonds, closure bonds or any other obligation which the Companies have liability for with respect to their operations and (ix) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.5) which are binding on any of the Companies Company or any of their its property and or pursuant to which the Company derives any material benefit or has imposed upon it any material detriment. For purposes of the Companies derive this Section 3.3 a material benefit or material detriment shall be anything which provides a benefit or incur imposes a detriment having a value of $25,000 10,000 or more. The Material Documents listed on and included in Schedule 3.3 are organized under separate headings for each of the Companies and under subheadings for each of the different type of documents listedprovided. Except as set forth on Schedule 3.3Neither the Company nor, neither the Companies nor to Sellers' knowledge, any person or party to the any of the Material Documents or bound thereby is in material or knowing default under any of the Material Documents, and no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the Companies The Company is not a party to, and none of Companies' properties are the Company's property is not bound by, by any agreement or instrument which is material to the continued conduct of its business operations of the Companies, as now being conductedconducted or with respect to which a default might materially and adversely affect its properties, business operations, or financial condition of the Company, except as listed in Schedule 3.3. To Seller's knowledge, the documents listed on Schedule 3.3 confer on the Company all rights necessary to enable the Company to conduct its operations as now being conducted.

Contracts, Permits and Material Documents. The items listed ----------------------------------------- in Schedule 3.3 attached hereto are all of the following ("Material Documents") with respect to the Companies which provide a benefit or imposes a detriment of a value of $25,000 or more: (i) leases for real and personal property, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds, mortgages, liens, pledges, and security agreements under which any of the Companies are bound or under which any of the Companies are the beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of the Companies, (viii) all surety bonds, closure bonds or any other obligation which the Companies have liability for with respect to their operations and (ix) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.5) which are binding on any of the Companies or any of their property and pursuant to which any of the Companies derive a benefit or incur a detriment having a value of $25,000 or more. The Material Documents listed on Schedule 3.3 are organized under separate headings for each of the Companies and under subheadings for each of the different type of documents listed. Except as set forth on Schedule 3.3, neither the Companies nor any person or party to any of the Material Documents or bound thereby is in material default under any of the Material Documents, and and, to the knowledge of Sellers, no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the The Companies is are not a party to, and none of Companies' properties are bound by, any agreement or instrument which is material to the continued conduct of business operations of the Companies, as now being conducted, except as listed in Schedule 3.3.

Contracts, Permits and Material Documents. The items listed ----------------------------------------- and included in Schedule 3.3 3.3, attached hereto hereto, are all of the following with respect to the Company ("Material Documents") with respect to the Companies which provide a benefit or imposes a detriment of a value of $25,000 or more: ): (i) leases and purchase agreements for real property, and leases and purchase agreements for personal property, (ii) licenses, licensing agreements, and royalty agreements, including without limitation all documents evidencing the Company's grant from the Ben Franklin Partnership, (iii) franchises, (iv) promissory notes, guarantees, bonds, letters of credit, mortgages, liens, pledges, and security agreements under which any of the Companies are Company is bound or under which any of the Companies are the Company is a beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of the CompaniesCompany's businesses, and (viii) all surety bonds, closure bonds or any other obligation which the Companies have liability for with respect to their operations and (ix) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.5) which are binding on any of the Companies Company or any of their its property and or pursuant to which the Company derives any material benefit or has imposed upon it any material detriment. For purposes of the Companies derive this Section 3.3 a material benefit or material detriment shall be anything which provides a benefit or incur imposes a detriment having a value of $25,000 or more. The Material Documents listed on and included in Schedule 3.3 are organized under separate headings for each of the Companies and under subheadings for each of the different type of documents listedprovided. Except as set forth on Schedule 3.3Neither the Company nor, neither the Companies nor to Sellers' knowledge, any person or party to the any of the Material Documents or bound thereby is in material or knowing default under any of the Material Documents, and no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the Companies The Company is not a party to, and none of Companies' properties are the Company's property is not bound by, by any agreement or instrument which is material to the continued conduct of its business operations of the Companies, as now being conductedconducted or with respect to which a default might materially and adversely affect its properties, business operations, or financial condition of the Company, except as listed in Schedule 3.3. To the Sellers' knowledge, the documents listed on Schedule 3.3 confer on the Company all rights necessary to enable the Company to conduct its operations as now being conducted.

Contracts, Permits and Material Documents. The items listed ----------------------------------------- in Schedule 3.3 attached hereto are all of the following ("Material Documents") with respect to the Companies which provide a benefit or imposes a detriment of a value of $25,000 10,000 or more: (i) leases for real and personal property, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds, mortgages, liens, pledges, and security agreements under which any of the Companies are bound or under which any of the Companies are the beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of the Companies, (viii) all surety bonds, closure bonds or any other obligation which the Companies have liability for with respect to their operations and (ix) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.5) which are binding on any of the Companies or any of their property and pursuant to which any of the Companies derive a benefit or incur a detriment having a value of $25,000 10,000 or more. The Material Documents listed on Schedule 3.3 are organized under separate headings for each of the Companies and under subheadings for each of the different type of documents listed. Except as set forth on Schedule 3.3, neither the Companies nor any person or party to any of the Material Documents or bound thereby is in material default under any of the Material Documents, and and, to the knowledge of Sellers, no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the The Companies is are not a party to, and none of Companies' properties are bound by, any agreement or instrument which is material to the continued conduct of business operations of the Companies, as now being conducted, except as listed in Schedule 3.3.

Contracts, Permits and Material Documents. The items ----------------------------------------- listed ----------------------------------------- in Schedule 3.3 2.3 attached hereto are all of the following with respect to each of the Companies ("Material Documents") with respect to the Companies which provide a benefit or imposes a detriment of a value of $25,000 or more: ): (i) leases for real and personal propertyproperty excepting office equipment, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds, mortgages, liens, pledges, and security agreements under which any of the Companies are is bound or under which any of the Companies are is the beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of the Companieseach Company's businesses, and (viii) all surety bonds, closure bonds or any other obligation which the Companies have liability for with respect to their operations and (ix) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.52.5) which are binding on any of the Companies Company or any of their its property and pursuant to which any Company derives any material benefit or has imposed upon it any material detriment. For purposes of the Companies derive this Section 2.3 a material benefit or material detriment shall be anything which provides a benefit or incur imposes a detriment having a value of $25,000 35,000 or more. The Material Documents listed on Schedule 3.3 2.3 are organized under separate headings for each of the Companies and under subheadings for each of the different type of documents listed. Except as set forth on Schedule 3.32.3, neither the Companies no Company nor any person or party to any of the Material Documents or bound thereby is in material default under any of the Material Documents, and no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the Companies No Company is a party to, and none of Companies' properties are no Company's property is bound by, by any agreement or instrument which is material to the continued conduct of business operations of the Companies, taken as a whole, as now being conducted, except as listed in Schedule 3.32.3. Neither Madison nor the Partnership is a party to any material document, except as set forth on Schedule 2.3.

Contracts, Permits and Material Documents. The items listed in ----------------------------------------- in Schedule 3.3 attached hereto 2.3 attached, are all of the following with respect to each of the Companies ("Material Documents") with respect to the Companies which provide a benefit or imposes a detriment of a value of $25,000 or more: ): (i) leases for real and personal propertyproperty excepting office equipment, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds, mortgages, liens, pledges, and security agreements under which any of the Companies are is bound or under which any of the Companies are is the beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of the Companieseach Company's businesses, and (viii) all surety bonds, closure bonds or any other obligation which the Companies have liability for with respect to their operations and (ix) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.52.5) which are binding on any of the Companies Company or any of their its property and pursuant to which any Company derives any material benefit or has imposed upon it any material detriment. For purposes of the Companies derive this Section 2.3 a material benefit or material detriment shall be anything which provides a benefit or incur imposes a detriment having a value of $25,000 35,000 or more. The Material Documents listed on Schedule 3.3 2.3 are organized under separate headings for each of the Companies and under subheadings for each of the different type of documents listed. Except as set forth on Schedule 3.32.3, neither the Companies no Company nor any person or party to any of the Material Documents or bound thereby is in material default under any of the Material Documents, and no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the Companies No Company is a party to, and none of Companies' properties are no Company's property is bound by, by any agreement or instrument which is material to the continued conduct of business operations of the Companies, taken as a whole, as now being conducted, except as listed in Schedule 3.32.3. The Partnership is not a party to any Material Document, except as set forth on Schedule 2.3. Material documents of Xxx Bin and Allegro, relating to their business conducted in New Jersey are identified as such on Schedule 2.3 to this Agreement.

Contracts, Permits and Material Documents. The items ----------------------------------------- listed ----------------------------------------- in Schedule 3.3 attached hereto 2.3 attached, are all of the following with respect to the Company ("Material Documents") with respect to the Companies which provide a benefit or imposes a detriment of a value of $25,000 or more: ): (i) leases for real and personal propertyproperty excepting office equipment, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds, mortgages, liens, pledges, and security agreements under which any of the Companies are Company is bound or under which any of the Companies are Company is the beneficiary, except for the obligations evidencing Company Debt which are listed on Schedule 1.4, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of the CompaniesCompany's businesses, and (viii) all surety bonds, closure bonds or any other obligation which the Companies have liability for with respect to their operations and (ix) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.52.5) which are binding on any of the Companies Company or any of their its property and pursuant to which the Company derives any material benefit or has imposed upon it any material detriment. For purposes of the Companies derive this Section 2.3 a material benefit or material detriment shall be anything which provides a benefit or incur imposes a detriment having a value of $25,000 or more. The Material Documents listed on Schedule 3.3 2.3 are organized under separate headings for each of the Companies and under subheadings for each of the different type of documents listed. Except as set forth on Schedule 3.32.3 or Schedule 1.4, neither the Companies nor Company nor, to the knowledge of the Sellers, any person or party to any of the Material Documents or the Company Debt, or bound thereby is in material or knowing default under any of the Material DocumentsDocuments or the Company Debt, and and, to the knowledge of the Sellers, no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the Companies The Company is not a party to, and none of Companies' properties are no Company property is bound by, any agreement or instrument which is material to the continued conduct of business operations of the CompaniesCompany, as now being conducted, except as listed in Schedule 3.32.3 or Schedule 1.4.

Contracts, Permits and Material Documents. The items ----------------------------------------- listed ----------------------------------------- in Schedule 3.3 attached hereto are all of the following ("Material Documents") with respect to the Xxxx Companies which provide a benefit or imposes a detriment of a value of $25,000 or more: (i) leases for real and personal property, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds, mortgages, liens, pledges, and security agreements under which any of the Xxxx Companies are bound or under which any of the Xxxx Companies are the beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of the Xxxx Companies, (viii) all surety bonds, closure bonds or any other obligation which the Xxxx Companies have liability for with respect to their operations and (ix) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.5) which are binding on any of the Xxxx Companies or any of their property and pursuant to which any of the Xxxx Companies derive a benefit or incur a detriment having a value of $25,000 or more. The Material Documents listed on Schedule 3.3 are organized under separate headings for each of the Xxxx Companies and under subheadings for each of the different type of documents listed. Except as set forth on Schedule 3.3, neither the Xxxx Companies nor any person or party to any of the Material Documents or bound thereby is in material or knowing default under any of the Material Documents, and and, to the knowledge of Sellers, no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the The Xxxx Companies is are not a party to, and none of Xxxx Companies' properties are bound by, any agreement or instrument which is material to the continued conduct of business operations of the Xxxx Companies, as now being conducted, except as listed in Schedule 3.3.

Contracts, Permits and Material Documents. The items listed ----------------------------------------- in Schedule 3.3 relating to the Landfill Business attached hereto are all of the following ("Material Documents") with respect to the Companies Company which provide a benefit or imposes impose a detriment of a value of $25,000 10,000 or moremore per year: (i) leases for real and personal property, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds, mortgages, liens, pledges, and security agreements under which any of the Companies are Company is bound or under which any of the Companies are Company is the beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business Landfill Business of the CompaniesCompany, (viii) all surety bonds, closure bonds or any other obligation which the Companies Company have liability for with respect to their operations and (ix) other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts listed on Schedule 3.5) which are binding on any of the Companies Company or any of their its property and pursuant to which any of the Companies derive Company derives a benefit or incur incurs a detriment having a value of $25,000 10,000 or moremore per year. The Material Documents listed on Schedule 3.3 are organized under separate headings for each of the Companies and under subheadings for each of the different type of documents listed. Except as set forth on Schedule 3.3, neither the Companies Company nor to the Seller's knowledge is any person or party to any of the Material Documents or bound thereby is in material or knowing default under any of the Material Documents, and and, to the knowledge of Seller, no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the Companies The Company is not a party to, and none of Companies' Company's properties are relating to the Landfill Business is bound by, any agreement or instrument which is material to the continued conduct of business operations Landfill Business of the CompaniesCompany, as now being conducted, except as listed in Schedule 3.3.

Contracts, Permits and Material Documents. The items ----------------------------------------- listed ----------------------------------------- and included in Schedule 3.3 3.3, attached hereto hereto, are all of the following ("Material Documents") with respect to the Companies which provide a benefit Company, Business, Real Property or imposes a detriment of a value of $25,000 or moreAssets: (i) leases for real and personal property, (ii) licenses, (iii) franchises, (iv) promissory notes, guarantees, bonds, letters of credit, mortgages, liens, pledges, and security agreements under which any of the Companies Company or Assets are bound or under which any of the Companies Company or Assets are the beneficiary, (v) collective bargaining agreements, (vi) patents, trademarks, trade names, copyrights, trade secrets, proprietary rights, symbols, service marks, and logos, (vii) all permits, licenses, consents and other approvals from governments, governmental agencies (federal, state and local) and/or third parties relating to, used in or required for the operation of any of the business of the Companies, Assets; (viii) all surety bonds, closure bonds or any other obligation which the Companies have Company has liability for with respect to their operations and the Business; (ix) all contracts to acquire any car wash businesses from third parties; (x) all Operating Agreements and other contracts, agreements and instruments not listed on another Schedule attached to this Agreement (such as the customer contracts Operating Agreements listed on Schedule 3.51.4(c)) which are binding on the Company or any of the Companies or any of their property and pursuant to which any of the Companies derive a benefit or incur a detriment having a value of $25,000 or moreAssets. The Material Documents listed on Schedule 3.3 3.3, are organized under separate headings for each of the Companies and under subheadings heading for each of the different type of documents listed. Except as set forth on Schedule 3.3, neither the Companies Company nor any person or party to the any of the Material Documents or bound thereby is in material default or in default known to any Seller under any of the Material Documents, and and, to the knowledge of Sellers, no act or event or knowing default under any of the Material Documents, no act or event has occurred which with notice or lapse of time, or both, would constitute such a default. None of the Companies The Company is not a party to, and none of Companies' properties are the Company's property is not bound by, any agreement or instrument which is material to the continued conduct of business operations of the CompaniesCompany, as now being conducted, except as listed in Schedule 3.3. The Material Documents are transferable or assignable to Purchaser, or any required consent or approval to such transfer or assignment have been obtained,, except as listed in Schedule 3.3, and except that Sellers have advised Purchaser that certain contracts of Company to acquire certain car wash businesses are not assignable to Purchaser at the date of this Agreement, and Sellers have agreed to take all necessary action before the Closing applicable to each such contract to obtain any consents or approvals required so that each such contract may be assigned to Purchaser at the applicable Closing as contemplated under this Agreement.