Common use of Properties, Leases and Other Agreements Clause in Contracts

Properties, Leases and Other Agreements. Except (i) as may be reflected in the GuildMaster Financial Statements, (ii) for any lien for current taxes not yet delinquent, and (iii) for such other liens, security interests, claims, charges, options or other encumbrances or imperfections of title which do not materially affect the value of personal or real property reflected in the GuildMaster Financial Statements or acquired since the date of such Financial Statements and which do not materially interfere with or impair the present and continued use of such property, GuildMaster has good title, free and clear of any liens, security interests, claims, charges, options or other encumbrances, to all of the personal and real property reflected in the GuildMaster Financial Statements, and all real and personal property acquired since the date of such Statements, except such real and personal property as has been disposed of in the ordinary course of business. The GuildMaster Disclosure Letter lists all acquisitions or dispositions of capital assets planned as of the date of this Agreement by GuildMaster, other than individual transactions with a value not in excess of $10,000.00 each. Substantially all of GuildMaster's buildings and equipment in regular use (including such buildings and equipment as are leased) have been well maintained and are in good and serviceable condition, reasonable wear and tear excepted. The GuildMaster Disclosure Letter contains a brief description, including terms, of each lease for real or personal property to which GuildMaster is a party. GuildMaster, as lessee, has a valid and existing leasehold interest under each of such leases, true and correct copies of which GuildMaster has delivered to Decorate and JBE. There is not, under any of such leases relating to real property or any other material leases, any material existing default by GuildMaster, or, to the knowledge of GuildMaster, any other party thereto, or any event with notice or lapse of time or both would constitute such a material default. GuildMaster owns, or has the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all of the assets (tangible and intangible) that are used or required for use in the operation of the business as currently conducted.

Properties, Leases and Other Agreements. Except (i) as may be reflected in the GuildMaster FP Holding Consolidated Financial Statements, (ii) for any lien for current taxes Taxes not yet delinquentdelinquent or the amount or validity of which is being contested in good faith by appropriate proceedings, provided an appropriate reserve is established therefor in the FP Holding Consolidated Financial Statements, and (iii) for such other liens, security interests, claims, charges, options or other encumbrances or imperfections of title which title, encumbrances and easements, if any, as are not material in character, amount or extent and do not materially affect detract from the value of personal value, or real property reflected in the GuildMaster Financial Statements or acquired since the date of such Financial Statements and which do not materially interfere with or impair the present or proposed use of, such properties or assets, FP Holding and continued use of such property, GuildMaster each FP Subsidiary has good title, free and clear of any liens, security interests, claims, charges, options or other encumbrances, to all of the personal and real property reflected in the GuildMaster Financial Statementsconsolidated balance sheet of FP Holding as of December 31, 2014, and all personal and real and personal property acquired since the date of such Statementsdate, except such personal and real and personal property as has been disposed of for fair value in the ordinary course of business. The GuildMaster Disclosure Letter lists all acquisitions or dispositions of capital assets planned as of the date of this Agreement by GuildMaster, other than individual transactions with a value not in excess of $10,000.00 each. Substantially all of GuildMaster's buildings and equipment in regular use (including such buildings and equipment as are leased) have been well maintained and are in good and serviceable condition, reasonable wear and tear excepted. The GuildMaster Disclosure Letter contains a brief description, including terms, of each lease for real or personal property All leases pursuant to which GuildMaster is a party. GuildMasterFP Holding or any FP Subsidiary, as lessee, has a leases real property, are valid and existing leasehold interest under each of such leaseseffective in accordance with their respective terms, true and correct copies of which GuildMaster has delivered to Decorate and JBE. There there is not, under any of such leases relating to real property or any other material leases, any material existing default by GuildMaster, or, to the knowledge of GuildMaster, FP Holding or any other party thereto, FP Subsidiary or any event which with notice or lapse of time or both would constitute a default by FP Holding or any FP Subsidiary. All leases pursuant to which FP Holding or any FP Subsidiary, as sublessor, leases real property, are valid and effective in accordance with their respective terms, and there is not, under any of such a material default. GuildMaster ownsreal property leases, any existing default by FP Holding or any FP Subsidiary, or has the right to use FP Holding’s knowledge, any sublessee thereunder, or any event which with notice or lapse of time or both would constitute a default by FP Holding or any FP Subsidiary or to FP Holding’s knowledge, any sublessee thereunder. There are no leases pursuant to which FP Holding or any FP Subsidiary leases personal property. Section 4.10 of the FP Disclosure Schedule sets forth a valid complete list of all real estate owned or leased by FP Holding or any FP Subsidiary (including real estate acquired by means of foreclosure, transfer in lieu of foreclosure or by exercise of any creditor’s right) and enforceable leaseall real estate subleases where FP Holding or any FP Subsidiary is sublessor or sublessee (such leases and subleases, license the “FP Leases”). Each item of real estate described in Section 4.10 of the FP Disclosure Schedule is in good repair; no written notice, or to the knowledge of FP Holding oral notice, of violation of zoning laws, building or fire codes or other statutes, ordinances or regulations relating to the use or operation by FP Holding or any FP Subsidiary of such property has been received by FP Holding or any FP Subsidiary, and FP Holding has no knowledge of any such violation; and there are no condemnation or similar contractual arrangementproceedings pending or, all of the assets (tangible and intangible) that are used to FP Holding’s knowledge, threatened against any such property or required for use in the operation of the business as currently conductedany portion thereof.

Properties, Leases and Other Agreements. Except (i) as may be reflected in the GuildMaster Decorate Financial Statements, (ii) for any lien for current taxes not yet delinquent, and (iii) for such other liens, security interests, claims, charges, options or other encumbrances or and imperfections of title which do not materially affect the value of personal or real property reflected in the GuildMaster Decorate Financial Statements or acquired since the date of such Financial Statements and which do not materially interfere with or impair the present and continued use of such property, GuildMaster has Decorate and JBE have good title, free and clear of any liens, security interests, claims, charges, options or other encumbrances, to all of the personal and real property reflected in the GuildMaster Decorate Financial Statements, and all personal and real and personal property acquired since the date of such Statements, except such personal and real and personal property as has been disposed of in the ordinary course of business. The GuildMaster Decorate Disclosure Letter lists all acquisitions or dispositions of capital assets planned as of the date of this Agreement by GuildMasterDecorate and JBE, other than individual transactions with a value not in excess of $10,000.00 each. Substantially all of GuildMasterDecorate's and JBE's buildings and equipment in regular use (including such buildings and equipment as are leased) have been well maintained and are in good and serviceable condition, reasonable wear and tear excepted. The GuildMaster Decorate Disclosure Letter contains a brief description, including terms, of each lease for real or personal property to which GuildMaster Decorate or JBE is a party. GuildMasterDecorate and JBE, as lesseelessees, has have a valid and existing leasehold interest under each of such leases, true and correct copies of which GuildMaster has Decorate and JBE have delivered to Decorate and JBEGuildMaster. There is not, under any of such leases relating to real property or any other material leases, any material existing default by GuildMaster, orDecorate or JBE, to the knowledge of GuildMasterDecorate or JBE, any other party thereto, or any event with notice or lapse of time or both would constitute such a material default. GuildMaster ownsDecorate and JBE own, or has have the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all of the assets (tangible and or intangible) that are used or required for use in the operation of the business as currently conducted.

Properties, Leases and Other Agreements. Except (i) as may be reflected in the GuildMaster Alliance Consolidated Financial Statements, (ii) for any lien for current taxes not yet delinquent, and (iii) for such other liens, security interests, claims, charges, options or other encumbrances or imperfections of title which title, encumbrances and easements, if any, as are not material in character, amount or extent and do not materially affect detract from the value of personal value, or real property reflected in the GuildMaster Financial Statements or acquired since the date of such Financial Statements and which do not materially interfere with or impair the present or proposed use of, such properties or assets, Alliance and continued use of such property, GuildMaster has Alliance Bank have good title, free and clear of any liens, security interests, claims, charges, options or other encumbrances, to all of the personal and real property reflected in the GuildMaster Financial Statementsconsolidated balance sheet of Alliance as of December 31, 2011, and all personal and real and personal property acquired since the date of such Statementsdate, except such personal and real and personal property as has been disposed of for fair value in the ordinary course of business. The GuildMaster Disclosure Letter lists all acquisitions or dispositions of capital assets planned as of the date of this Agreement by GuildMaster, other than individual transactions with a value not in excess of $10,000.00 each. Substantially all of GuildMaster's buildings and equipment in regular use (including such buildings and equipment as are leased) have been well maintained and are in good and serviceable condition, reasonable wear and tear excepted. The GuildMaster Disclosure Letter contains a brief description, including terms, of each lease for real or personal property All leases pursuant to which GuildMaster is a party. GuildMasterAlliance or any Alliance Subsidiary, as lessee, has a leases real property, are valid and existing leasehold interest under each of such leaseseffective in accordance with their respective terms, true and correct copies of which GuildMaster has delivered to Decorate and JBE. There there is not, under any of such leases relating to real property or any other material leases, any material existing default by GuildMaster, or, to the knowledge of GuildMaster, Alliance or any other party thereto, Alliance Subsidiary or any event which with notice or lapse of time or both would constitute a default by Alliance or any Alliance Subsidiary. All leases pursuant to which Alliance or any Alliance Subsidiary, as sublessor, leases real property, are valid and effective in accordance with their respective terms, and there is not, under any of such a material default. GuildMaster ownsreal property leases, any existing default by Alliance or any Alliance Subsidiary, or has the right to use Alliance’s knowledge, any sublessee thereunder, or any event which with notice or lapse of time or both would constitute a default by Alliance or any Alliance Subsidiary or to Alliance’s knowledge, any sublessee thereunder. There are no leases pursuant to which Alliance or any Alliance Subsidiary leases personal property. Section 4.11 of the Alliance Disclosure Schedule sets forth a valid complete list and enforceable leasebrief description of all real estate owned or leased by Alliance or any Alliance Subsidiary (including real estate acquired by means of foreclosure, license transfer in lieu of foreclosure or by exercise of any creditor’s right), all real estate subleases where Alliance or any Alliance Subsidiary is sublessor, and all personal property having a value in excess of $50,000 owned or leased by Alliance or any Alliance Subsidiary. Each item of real estate described in Section 4.11 of the Alliance Disclosure Schedule is in good repair and insurable at market rates; no notice of violation of zoning laws, building or fire codes or other statutes, ordinances or regulations relating to the use or operation by Alliance or any Alliance Subsidiary of such property has been received by Alliance or any Alliance Subsidiary, and Alliance has no knowledge of any such violation; and there are no condemnation or similar contractual arrangementproceedings pending or, all of the assets (tangible and intangible) that are used to Alliance’s knowledge, threatened against any such property or required for use in the operation of the business as currently conductedany portion thereof.