Common use of Laundry Leases Clause in Contracts

Laundry Leases. Schedule 2.07 attached hereto lists all of the -------------- ------------- contracts, understandings and arrangements, whether written or oral, including any tenancy at will, under which either Company or any of their Subsidiaries are bound, or to which either Company or any of their Subsidiaries is a party, which relate to the placement of laundry machines (the "Laundry Leases"). Schedule -------- 2.07 attached hereto contains a true, correct and complete list of all Laundry ---- Lease locations, Laundry Lease expirations, the number of laundry machines at each Laundry Lease location, vend prices, net revenues after commission for each Laundry Lease location and whether the terms of such Laundry Lease require the consent or approval of or prior notice to any third party as a result of the consummation of the transactions contemplated by this Agreement. True and correct copies of all the Laundry Leases have been delivered or made available to Buyer prior to the date hereof. Each of the Laundry Leases is valid, in full force and effect and binding upon the relevant Company or its Subsidiaries, as the case may be, and the other parties thereto in accordance with its respective terms. Neither Company, its Subsidiaries nor, to the knowledge of the Companies and the Stockholders, any other party is in default under or in arrears in the performance, payment or satisfaction of any agreement or condition on its part to be performed or satisfied under any Laundry Lease, nor, to the knowledge of the Companies and the Stockholders, does any condition exist that with notice or lapse of time or both would constitute such a default, and no waiver or indulgence has been granted by any lessee under any Laundry Lease. Neither Company nor any of its Subsidiaries has received notice or has knowledge of any fact which would result in the termination, repudiation or breach of any Laundry Lease. After giving effect to the transactions contemplated by this Agreement, each of the Laundry Leases will be valid and effective in accordance with its terms, and fully enforceable by the relevant Company or a Subsidiary against the other party thereto.

Laundry Leases. Schedule 2.07 attached hereto lists all of the -------------- ------------- contracts, understandings and arrangements, whether written or oral, including any tenancy at will, under which either Company or any of their Subsidiaries are bound, or to which either Company or any of their Subsidiaries is a party, which relate to the placement of laundry machines (the "Laundry Leases"). Schedule -------- 2.07 attached 1.1(a)(i) hereto contains a true, correct and complete list of all the Laundry ---- Lease locationsLeases as of the date of this Agreement, including: (i) the location of each Laundry Lease expirationsLease, (ii) the expiration date of each Laundry Lease, (iii) the number and type of each Machine (including only laundry machines machines, washers and dryers) at each Laundry Lease location, (iv) the vend pricesprices at each Laundry Lease location, and (v) the commission payments and net revenues after commission for each Laundry Lease location for each of the years ended December 31, 2005 and whether 2006 and the terms of such six month period ended June 30, 2007. Seller has not changed its collection schedule or collection practices for any Laundry Lease require location since prior to January 1, 2007; provided, however, that as agreed by the consent or approval parties, the Seller plans on changing its collection schedule to eliminate to the extent possible the amount of or prior notice to any third party as a result of the consummation of the transactions contemplated by this AgreementClosing Cash. True and correct copies of all the Laundry Leases have been delivered or made available to Buyer prior to the date hereof. Each of the Laundry Leases is valid, in full force and effect and binding upon the relevant Company or its Subsidiaries, as the case may be, Seller and the other parties thereto in accordance with its respective terms. Neither Company, its Subsidiaries Seller nor, to the knowledge of the Companies and the StockholdersSeller, any other party is in default under or in arrears in the performance, payment or satisfaction of any agreement or condition on its part to be performed or satisfied under any Laundry Lease, nor, to the knowledge of the Companies and the StockholdersSeller, does any condition exist that with notice or lapse of time or both would constitute such a default, and no waiver or indulgence has been granted by any lessee under any Laundry Lease. Neither Company nor Seller has not received any notice of its Subsidiaries and Seller has received notice or has no knowledge of (i) any fact fact, which would result in the termination, repudiation amendment, modification or breach of any Laundry Lease and (ii) any desire or intention of any party to renegotiate, terminate, amend, modify or materially reduce the services of Seller under any Laundry Lease. After Except for consents, approvals and notices required under the Laundry Leases, no consent or approval of or prior notice to any third party is required in order to assign all of the Laundry Leases to Buyer or otherwise as a result of the consummation of the transactions contemplated by this Agreement. Assuming all of such consents and approvals are obtained, after giving effect to the transactions contemplated by this Agreement, each of the Laundry Leases will be valid and effective in accordance with its terms, and fully enforceable by the relevant Company or a Subsidiary Buyer against the other party thereto. Schedule 2.5 sets forth a correct and complete list of all bonds (performance or other), letters of credit, guarantees and similar arrangements relating to the Laundry Leases.

Laundry Leases. Schedule 2.07 attached hereto lists all of the -------------- ------------- contracts, understandings and arrangements, whether written or oral, including any tenancy at will, under which either Company or any of their Subsidiaries are bound, or to which either Company or any of their Subsidiaries is a party, which relate to the placement of laundry machines (the "Laundry Leases"). Schedule -------- 2.07 attached 1.1(a)(i) hereto contains a true, correct and complete list of: (i) the location of all each Laundry ---- Lease locationsLease, (ii) the expiration date of each Laundry Lease expirationsLease, (iii) to Seller’s knowledge, the number and type of each Machine (including only laundry machines machines, washers and dryers) at each Laundry Lease location, (iv) the vend pricesprices at each Laundry Lease location, and (v) the commission payments and net revenues after commission for each Laundry Lease location and whether for the terms of such two-year period ended December 31, 2003. Seller has not changed its collection schedule or collection practices for the Laundry Lease require locations since December 1, 2003 and all collections made from the consent or approval Laundry Lease locations through the Closing Date have been made in the ordinary course of or prior notice to any third party as a result of business and consistent with Seller’s past practice in the consummation of the transactions contemplated by this AgreementBusiness. True and correct copies of all the Laundry Leases have been delivered or made available to Buyer prior to the date hereof. Each of the Laundry Leases is valid, in full force and effect and binding upon the relevant Company or its Subsidiaries, as the case may be, Seller and the other parties thereto in accordance with its respective terms. Neither CompanyExcept as described in Schedule 2.5, its Subsidiaries neither Seller nor, to the knowledge of the Companies and the StockholdersSeller, any other party is in default under or in arrears in the performance, payment or satisfaction of any agreement or condition on its part to be performed or satisfied under any Laundry Lease, nor, to the knowledge of the Companies and the StockholdersSeller, does any condition exist that with notice or lapse of time or both would constitute such a default, and no waiver or indulgence has been granted by any lessee under any Laundry Lease. Neither Company nor any of its Subsidiaries Except as described in Schedule 2.5, Seller has no knowledge that it has received any notice or of and Seller has no knowledge of (i) any fact (other than consummation of this Agreement, as to which no representation is made) which would result in the termination, repudiation amendment, modification or breach of any Laundry Lease and (ii) any desire or intention of any party to renegotiate, terminate, amend, modify or materially reduce the services of Seller under any Laundry Lease. After Except for consents, approvals and notices required under the Laundry Leases, no consent or approval of or prior notice to any third party is required in order to assign all of the Laundry Leases to Buyer or otherwise as a result of the consummation of the transactions contemplated by this Agreement. Assuming all of such consents and approvals are obtained, after giving effect to the transactions contemplated by this Agreement, each of the Laundry Leases will be valid and effective in accordance with its terms, and fully enforceable by the relevant Company or a Subsidiary Buyer against the other party thereto.

Laundry Leases. Schedule 2.07 attached hereto lists all of the -------------- ------------- contracts, understandings and arrangements, whether written or oral, including any tenancy at will, under which either Company or any of their Subsidiaries are bound, or to which either Company or any of their Subsidiaries is a party, which relate to the placement of laundry machines (the "Laundry Leases"). Schedule -------- 2.07 attached SCHEDULE 1.1(a)(i) hereto contains a true, correct and complete list of all Laundry ---- Lease locations, (i) the location of each Laundry Lease expirationsas of November 30, 2004, (ii) the expiration date of each Laundry Lease, (iii) to Seller's knowledge, the number and type of each Machine (including only laundry machines machines, washers and dryers) at each Laundry Lease location as of December 14, 2004, (iv) the vend prices at each Laundry Lease location, vend prices, and (v) the commission payments and net revenues after commission for each Laundry Lease location for each of the years ended December 31, 2002 and whether 2003 and the terms of such eleven-month period from January 1, 2004 through November 30, 2004. Neither Seller nor TLP has changed its collection schedule or collection practices for the Laundry Lease require locations since prior to January 1, 2004 and all collections made from the consent or approval Laundry Lease locations through the Closing Date have been made in the ordinary course of or prior notice to any third party as a result of business and consistent with Seller's past practice in the consummation of the transactions contemplated by this AgreementBusiness. True and correct copies of all the Laundry Leases have been delivered or made available to Buyer prior to the date hereof. Each of the Laundry Leases is valid, in full force and effect and binding upon the relevant Company Seller or its SubsidiariesTLP, as the case may beapplicable, and the other parties thereto in accordance with its respective terms. Neither CompanyExcept as described in SCHEDULE 2.5, its Subsidiaries neither Seller, TLP, nor, to the knowledge of the Companies and the StockholdersSeller, any other party is in default under or in arrears in the performance, payment or satisfaction of any agreement or condition on its part to be performed or satisfied under any Laundry Lease, nor, to the knowledge of the Companies and the StockholdersSeller, does any condition exist that with notice or lapse of time or both would constitute such a default, and no waiver or indulgence has been granted by any lessee under any Laundry Lease. Neither Company nor any of its Subsidiaries Except as described in SCHEDULE 2.5, Seller has received notice or has no knowledge of (i) any fact (other than consummation of this Agreement, as to which no representation is made) which would result in the termination, repudiation amendment, modification or breach of any Laundry Lease and (ii) any desire or intention of any party to renegotiate, terminate, amend, modify or materially reduce the services of Seller or TLP under any Laundry Lease. After Except for consents, approvals and notices required under the Laundry Leases, no consent or approval of or prior notice to any third party is required in order to assign all of the Laundry Leases to Buyer or otherwise as a result of the consummation of the transactions contemplated by this Agreement. Assuming all of such consents and approvals are obtained, after giving effect to the transactions contemplated by this Agreement, each of the Laundry Leases will be valid and effective in accordance with its terms, and fully enforceable by the relevant Company or a Subsidiary Buyer against the other party thereto. To Seller's knowledge, SCHEDULE 2.5 sets forth a correct and complete list of all bonds (performance or other), letters of credit, guarantees (other than minimum rental payment guarantees under Laundry Leases) and similar arrangements relating to the Laundry Leases.

Laundry Leases. Schedule 2.07 attached hereto lists all of the -------------- ------------- contracts, understandings and arrangements, whether written or oral, including any tenancy at will, under which either Company or any of their Subsidiaries are bound, or to which either Company or any of their Subsidiaries is a party, which relate to the placement of laundry machines (the "Laundry Leases"). Schedule -------- 2.07 attached 3.06 hereto contains a true, correct and complete list of all the Laundry ---- Lease locationsLeases as of the date of this Agreement, including: (i) the location of each Laundry Lease expirationsLease, (ii) the expiration date of each Laundry Lease, (iii) the number and type of each Machine (including only laundry machines machines, washers and dryers) at each Laundry Lease location, (iv) the vend pricesprices at each Laundry Lease location, and (v) the commission payments and net revenues after commission for each Laundry Lease location for each of the years ended December 31, 2006 and whether the terms of such 2007. The Company has not changed its collection schedule or collection practices for any Laundry Lease require location since January 1, 2006, except in the consent ordinary course of business. Schedule 3.06 also lists each Laundry Lease that generated more than $10,000 of net revenue on an annualized basis that, since November 30, 2007, (i) has been terminated by the Company or approval of or prior notice to any third party as a result of party, or (ii) has been entered into by the consummation of the transactions contemplated by this AgreementCompany. True and correct copies of all the Laundry Leases have been delivered or made available to Buyer prior to the date hereof. Each of the Laundry Leases is valid, in full force and effect and binding upon the relevant Company or its Subsidiaries, as the case may be, and the other parties thereto in accordance with its respective terms, subject to bankruptcy and limitations on equitable remedies. Neither Company, its Subsidiaries the Company nor, to the knowledge Knowledge of the Companies and the StockholdersCompany, any other party is in default under or in arrears in the performance, payment or satisfaction of any agreement or condition on its part to be performed or satisfied under any Laundry Lease, nor, to the knowledge of the Companies and the StockholdersCompany’s Knowledge, does any condition exist that with notice or lapse of time or both would constitute such a default, and no waiver or indulgence has been granted by any lessee under any Laundry Lease. Neither Except as set forth on Schedule 3.06, the Company nor has not received any written notice of its Subsidiaries and the Company has received notice or has knowledge no Knowledge of (i) any fact which would result in the termination, repudiation amendment, modification or breach of any Laundry Lease and (ii) any desire or intention of any party to renegotiate, terminate, amend, modify or materially reduce the services of the Company under any Laundry Lease. After Except for consents, approvals and notices required under the Laundry Leases, no consent or approval of or prior notice to any third party is required in order to assign all of the Laundry Leases to Buyer or otherwise as a result of the consummation of the transactions contemplated by this Agreement. Assuming all of such consents and approvals are obtained, after giving effect to the transactions contemplated by this Agreement, each of the Laundry Leases will be valid and effective in accordance with its terms, and fully enforceable by the relevant Company or a Subsidiary against the other party thereto. Schedule 3.06 sets forth a correct and complete list of all bonds (performance or other), letters of credit, guarantees and similar arrangements relating to the Laundry Leases.