Common use of Leased Real and Personal Property Clause in Contracts

Leased Real and Personal Property. Section 3.20 of the Company Disclosure Schedule sets forth a true and complete list of each lease, sublease or license (each a "Material Lease") under which the Company or any of its Subsidiaries is a lessee, lessor, sublessee, sublessor, licensee or licensor which (a) is a lease of real property or any interest in real property, or (b) is a lease of personal property which provides for payments of more than $10,000 per year, has a term exceeding one year and may not be canceled upon 90 or fewer days' notice without any liability, penalty or premium (other than a nominal cancellation fee or charge). With respect to the Material Leases, (i) such Material Leases are in full force and effect and are valid, binding and enforceable in accordance with its respective terms, (ii) all accrued and currently payable rents and other payments required by such Material Leases have been paid and (iii) the Company and its Subsidiaries, and, to the Company's Knowledge, each other party thereto have complied in all material respects with all respective covenants and provisions of the Material Leases. The Company or one of its Subsidiaries, as applicable, enjoys peaceful and undisturbed possession under each Material Lease to which it is a party (as lessee, sublessee or licensee) and there is not, with respect to any Material Lease, any material event of default, or event which with notice or lapse of time or both would constitute a material event of default, existing on the part of the Company or such Subsidiary or, to the Knowledge of the Company, on the part of any other party thereto. Except as set forth on Section 3.20 of the Company Disclosure Schedule, none of the rights of the Company or any of its Subsidiaries under any Material Lease will be subject to termination or modification (nor will any Person have the right to accelerate the performance of the Company or such Subsidiary under any Material Lease), and no notice to or consent or approval of any third party is required under any Material Lease as a result of the consummation of the Transactions. Set forth on Section 3.20 of the Company Disclosure Schedule are the required notices, consents, payments and other actions required in order for the Company to obtain good, marketable and insurable fee simple title, free and clear of any and all liens and encumbrances other than Permitted Encumbrances, to the Company's headquarters building in Amityville, New York, without any continuing obligations or liabilities under the Indenture of Trust dated January 1, 2002 between the Town of Babylon Industrial Development Agency and The Bank of New York, as trustee, the Lease Agreement between the Company and the Town of Babylon's Industrial Development Agency, and other related documents (collectively, the "Bond Documents").

Leased Real and Personal Property. Section 3.20 3.13 of the Company Disclosure Schedule sets forth a true true, correct and complete list of each lease, sublease or license (each a "Material “Lease"”) under which the Company or any of its Subsidiaries is a lessee, lessor, sublessee, sublessor, licensee or licensor licensor, together with the current monthly rent due thereunder, and the expiration date therefor, which (ai) is a lease Lease of real property Real Property or any interest in real propertyReal Property, or (bii) is a lease Lease of personal property which provides for payments property. Section 3.13 of more than $10,000 per yearthe Disclosure Schedule also sets forth a true, correct and complete list of all Leases of Real Property or any interest in Real Property that the Company has ever been a term exceeding one year and may not be canceled upon 90 or fewer days' notice without any liability, penalty or premium (other than a nominal cancellation fee or charge)party to since the formation of the Company. With respect to the Material Leases, (ix) such Material Leases are in full force and effect and are valid, binding and enforceable in accordance with its their respective terms, (iiy) all accrued and currently payable rents and other payments required by such Material Leases have been paid and (iiiz) the Company and its Subsidiaries, and, to the Company's Knowledge, each other party thereto to the Leases have complied in all material respects with all respective covenants and provisions of the Material Leases. The Company or one of its Subsidiaries, as applicable, enjoys peaceful and undisturbed possession under each Material Lease to which it is a party (as lessee, sublessee or licensee) and there is not, with respect to any Material Lease, any material event of default, or event which with notice or lapse of time or both would constitute a material an event of default, existing on the part of the Company or such Subsidiary or, to the Knowledge of the Company, on the part of any other party thereto. Except as set forth on Section 3.20 of the Company Disclosure Schedule, none None of the rights of the Company or any of its Subsidiaries under any Material Lease will be subject to termination or modification (nor will any Person have the right to accelerate the performance of the Company or such Subsidiary under any Material Lease), and no notice to or consent or approval Authorization of any third party is required under any Material Lease as a result of the consummation of the Transactionstransactions contemplated by this Agreement. Set forth on Section 3.20 True, correct and complete copies of the Company Disclosure Schedule are the required notices, consents, payments and other actions required in order for the Company each Lease have been provided to obtain good, marketable and insurable fee simple title, free and clear of any and all liens and encumbrances other than Permitted Encumbrances, to the Company's headquarters building in Amityville, New York, without any continuing obligations or liabilities under the Indenture of Trust dated January 1, 2002 between the Town of Babylon Industrial Development Agency and The Bank of New York, as trustee, the Lease Agreement between the Company and the Town of Babylon's Industrial Development Agency, and other related documents (collectively, the "Bond Documents")Purchaser.

Leased Real and Personal Property. Section 3.20 of the Company Disclosure Schedule sets forth a true and complete list of each lease, sublease or license (each a "“Material Lease"”) under which the Company or any of its Subsidiaries is a lessee, lessor, sublessee, sublessor, licensee or licensor which (a) is a lease of real property or any interest in real property, or (b) is a lease of personal property which provides for payments of more than $10,000 per year, has a term exceeding one year and may not be canceled upon 90 or fewer days' ’ notice without any liability, penalty or premium (other than a nominal cancellation fee or charge). With respect to the Material Leases, (i) such Material Leases are in full force and effect and are valid, binding and enforceable in accordance with its respective terms, (ii) all accrued and currently payable rents and other payments required by such Material Leases have been paid and (iii) the Company and its Subsidiaries, and, to the Company's ’s Knowledge, each other party thereto have complied in all material respects with all respective covenants and provisions of the Material Leases. The Company or one of its Subsidiaries, as applicable, enjoys peaceful and undisturbed possession under each Material Lease to which it is a party (as lessee, sublessee or licensee) and there is not, with respect to any Material Lease, any material event of default, or event which with notice or lapse of time or both would constitute a material event of default, existing on the part of the Company or such Subsidiary or, to the Knowledge of the Company, on the part of any other party thereto. Except as set forth on Section 3.20 of the Company Disclosure Schedule, none of the rights of the Company or any of its Subsidiaries under any Material Lease will be subject to termination or modification (nor will any Person have the right to accelerate the performance of the Company or such Subsidiary under any Material Lease), and no notice to or consent or approval of any third party is required under any Material Lease as a result of the consummation of the Transactions. Set forth on Section 3.20 of the Company Disclosure Schedule are the required notices, consents, payments and other actions required in order for the Company to obtain good, marketable and insurable fee simple title, free and clear of any and all liens and encumbrances other than Permitted Encumbrances, to the Company's ’s headquarters building in Amityville, New York, without any continuing obligations or liabilities under the Indenture of Trust dated January 1, 2002 between the Town of Babylon Industrial Development Agency and The Bank of New York, as trustee, the Lease Agreement between the Company and the Town of Babylon's ’s Industrial Development Agency, and other related documents (collectively, the "“Bond Documents"”).

Leased Real and Personal Property. Section 3.20 of the Company Disclosure Schedule 5.9 sets forth a true and complete list of each lease, sublease or license (each a "“Material Lease"”) under which the Company or any of its Subsidiaries is a lessee, lessor, sublessee, sublessor, licensee or licensor which (a) is a lease of real property or any interest in real property, or (b) is a lease of personal property which provides for aggregate annual payments of more than $10,000 per year, 20,000. Schedule 5.9 also sets forth a complete list of all leases of real property that the Company has ever been a term exceeding one year and may not be canceled upon 90 or fewer days' notice without any liability, penalty or premium party to during the last five (other than a nominal cancellation fee or charge)5) years. With respect to the Material Leases, (i) such Material Leases are in full force and effect and are valid, binding and enforceable in accordance with its their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and other laws affecting the enforcement of creditors’ rights generally and by general principles of equity (ii) all accrued and currently payable material rents and other payments required by such Material Leases have been paid and (iii) the Company and its Subsidiaries, and, to the Company's ’s Knowledge, each other party thereto have complied in all material respects with all respective material covenants and provisions of the Material Leases. The Company or one of its Subsidiaries, as applicable, enjoys peaceful and undisturbed possession under each Material Lease to which it is a party (as lessee, sublessee or licensee) and there is not, with respect to any Material Lease, any material event of default, or event which with notice or lapse of time or both would constitute a material an event of default, existing on the part of the Company or such Subsidiary or, to the Knowledge of the Company, on the part of any other party thereto. Except as set forth on Section 3.20 of the Company Disclosure Schedule, none None of the rights of the Company or any of its Subsidiaries under any Material Lease will be subject to termination or modification (nor will any Person have the right to accelerate the performance of the Company or such Subsidiary under any Material Lease), and no notice to or consent or approval of any third party is required under any Material Lease as a result of the consummation of the Contemplated Transactions. Set forth on Section 3.20 of the Company Disclosure Schedule are the required notices, consents, payments and other actions required in order for the Company to obtain good, marketable and insurable fee simple title, free and clear of any and all liens and encumbrances other than Permitted Encumbrances, to the Company's headquarters building in Amityville, New York, without any continuing obligations or liabilities under the Indenture of Trust dated January 1, 2002 between the Town of Babylon Industrial Development Agency and The Bank of New York, as trustee, the Lease Agreement between the Company and the Town of Babylon's Industrial Development Agency, and other related documents (collectively, the "Bond Documents").