Common use of Distribution Centers Clause in Contracts

Distribution Centers. (i) A Subsidiary of Seller owns, directly or indirectly, good and valid fee simple title in and to the real property commonly referred to as the Chillicothe Distribution Center, located in Chillicothe, Ohio (the “Chillicothe Distribution Center”), subject only to Permitted Exceptions, which is an Owned Real Property accurately identified on Schedule 1.2(a)(i), and good and valid leasehold interests in and to the real property commonly referred to as the Bedford Distribution Center, located in Bedford, Pennsylvania (the “Bedford Distribution Center”), and the Keyser Distribution Center, located in Keyser, West ▇▇▇▇▇▇▇▇ (the “Keyser Distribution Center”, and, together with the Chillicothe Distribution Center, the Bedford Distribution Center, and the Keyser Distribution Center, the “Distribution Centers”). (ii) Each Distribution Center other than the Chillicothe Distribution Center is a Leased Real Property accurately identified on Schedule 1.2(b)(ii) which is the subject of a valid Real Property Lease providing for the use for warehousing and distribution center purposes of the related Distribution Center by the lessee thereunder. Copies of the Real Property Leases for the Bedford and Keyser Distribution Centers have been provided by Seller to Purchaser, and such copies are true, correct and complete in all material respects. (iii) All right, title and interest of Seller or a Subsidiary of Seller in and to all real property, fixtures, easements, licenses, access rights and appurtenances used in connection with the Business currently conducted at each Distribution Center is included as part of the Acquired Company Owned Real Property, Acquired Company Leased Real Property or is otherwise being transferred (directly or indirectly) by Seller or a Subsidiary of Seller to Purchaser pursuant to the terms of this Agreement, including, without limitation, all right, title and interest of Seller or any Subsidiary of Seller in and to any easements, licenses and other rights relating to (x) power, water and other utilities for the benefit of the Distribution Centers, (y) parking, access and egress (including railroad spur access and egress) as currently utilized at the Distribution Centers, and (z) the distribution of products by Seller or its Subsidiaries, in each case, as necessary for the operation of the Business currently conducted at each Distribution Center.