Common use of Properties and Assets Clause in Contracts

Properties and Assets. Section 3.17 of the Empire Disclosure Schedule lists as of the date of this Agreement (i) all real property owned by Empire and its Subsidiaries; (ii) each real property lease, sublease or installment purchase arrangement to which Empire or any of its Subsidiaries is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which Empire or any of its Subsidiaries is a party; and (iv) all items of Empire's or any of its Subsidiaries' tangible personal property and equipment with a net book value of $10,000 or more or having any annual lease payment of $10,000 or more. Except for (a) items reflected in Empire's consolidated financial statements as of December 31, 2001 referred to in Section 3.6 hereof, (b) exceptions to title that do not interfere materially with Empire's or any of its Subsidiaries' use and enjoyment of owned or leased real property (other than OREO), (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against, (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 2001, and (e) items listed in Section 3.17 of the Empire Disclosure Schedule, Empire and its Subsidiaries have good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in the consolidated financial statements of Empire as of December 31, 2001, free and clear of all material liens, claims, charges and other encumbrances. Empire and its Subsidiaries, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them. All properties and assets used by Empire and its Subsidiaries are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized and, to the knowledge of Empire, comply in all material respects with all Laws relating thereto now in effect. Empire and its Subsidiaries enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which Empire or any of its Subsidiaries is a party are valid and binding obligations of Empire or any of its Subsidiaries in accordance with the terms thereof. Neither Empire nor any of its Subsidiaries is in material default with respect to any such lease, and there has occurred no default by Empire or any of its Subsidiaries or event which with the lapse of time or the giving of notice, or both, would constitute a material default by Empire or any of its Subsidiaries under any such lease. To the knowledge of Empire, there are no Laws, conditions of record, or other impediments which materially interfere with the intended use by Empire or any of its Subsidiaries of any of the property owned, leased, or occupied by them.

Properties and Assets. Section 3.17 of the Empire Catskill Disclosure Schedule lists as of the date of this Agreement (i) all real property owned by Empire Catskill and its Subsidiarieseach Catskill Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which Empire Catskill or any of its Subsidiaries Catskill Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which Empire Catskill or any of its Subsidiaries Catskill Subsidiary is a party; and (iv) all items of EmpireCatskill's or any of its Subsidiaries' Catskill Subsidiary's tangible personal property and equipment with a net book value of $10,000 25,000 or more or having any annual lease payment of $10,000 or more. Except for (a) items reflected in EmpireCatskill's consolidated financial statements as of December 31September 30, 2001 1999 referred to in Section 3.6 hereof, (b) exceptions to title that do not interfere materially with EmpireCatskill's or any of its Subsidiaries' Catskill Subsidiary's use and enjoyment of owned or leased real property (other than OREO), (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against, against (d) properties and assets sold or transferred reflected on the financial statements referred to in the ordinary course of business consistent with past practices since December 31, 2001Section 3.6 above), and (ed) items listed in Section 3.17 of the Empire Catskill Disclosure Schedule, Empire Catskill and its Subsidiaries each Catskill Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in the consolidated financial statements of Empire as of December 31, 2001, free and clear of all material liens, claims, charges and other encumbrances. Empire Catskill and its Subsidiarieseach Catskill Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither Catskill nor any Catskill Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since September 30, 1999. All properties and assets used by Empire Catskill and its Subsidiaries each Catskill Subsidiary are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized and, to the knowledge of Empire, and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. Empire Catskill and its Subsidiaries each Catskill Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which Empire Catskill or any of its Subsidiaries Catskill Subsidiary is a party are valid and binding obligations of Empire or any of its Subsidiaries in accordance with the terms thereof. Neither Empire Catskill nor any of its Subsidiaries Catskill Subsidiary is in material default with respect to any such lease, and there has occurred no default by Empire Catskill or any of its Subsidiaries Catskill Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default by Empire or any of its Subsidiaries under any such lease. To the knowledge of Empire, there There are no Laws, conditions of record, or other impediments which materially interfere with the intended use by Empire Catskill or any of its Subsidiaries Catskill Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. Section 3.17 of the Empire SKAN Disclosure Schedule lists as of the date of this Agreement (i) all real property owned by Empire SKAN and its Subsidiarieseach SKAN Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which Empire SKAN or any of its Subsidiaries SKAN Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which Empire SKAN or any of its Subsidiaries SKAN Subsidiary is a party; and (iv) all items of EmpireSKAN's or any of its Subsidiaries' SKAN Subsidiary's tangible personal property and equipment with a net book value of $10,000 or more or having any annual lease payment of $10,000 or more. Except for (a) items reflected in EmpireSKAN's consolidated financial statements as of December 31, 2001 1997 referred to in Section 3.6 hereof, (b) exceptions to title that do not interfere materially with EmpireSKAN's or any of its Subsidiaries' SKAN Subsidiary's use and enjoyment of owned or leased real property (other than OREO), (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved againstagainst (and reflected on the financial statements referred to in Section 3.6 above), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 20011997, and (e) items listed in Section 3.17 of the Empire SKAN Disclosure Schedule, Empire SKAN and its Subsidiaries each SKAN Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in the consolidated financial statements of Empire as of December 31, 2001, free and clear of all material liens, claims, charges and other encumbrances. Empire SKAN and its Subsidiarieseach SKAN Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither SKAN nor any SKAN Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1997. All properties and assets used by Empire SKAN and its Subsidiaries each SKAN Subsidiary are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized and, to the knowledge of Empire, and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. Empire SKAN and its Subsidiaries each SKAN Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which Empire SKAN or any of its Subsidiaries SKAN Subsidiary is a party are valid and binding obligations of Empire or any of its Subsidiaries in accordance with the terms thereof. Neither Empire SKAN nor any of its Subsidiaries SKAN Subsidiary is in material default with respect to any such lease, and there has occurred no default by Empire SKAN or any of its Subsidiaries SKAN Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default by Empire or any of its Subsidiaries under any such lease. To the knowledge of Empire, there There are no Laws, conditions of record, or other known impediments which materially interfere with the intended use by Empire SKAN or any of its Subsidiaries SKAN Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. Section 3.17 3.14 of the Empire FICS Disclosure Schedule lists as of the date of this Agreement (i) all real property property, including a description and identification of location, owned by Empire FICS and its Subsidiarieseach FICS Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which Empire FICS or any of its Subsidiaries FICS Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which Empire FICS or any of its Subsidiaries FICS Subsidiary is a party; and (iv) all items of Empire's FICS' or any of its Subsidiaries' FICS Subsidiary's tangible personal property and equipment with a net book value of $10,000 50,000 or more or having any annual lease payment of $10,000 50,000 or more. Except for (a) items reflected in Empire's FICS' consolidated financial statements as of December 31, 2001 1998 referred to in Section 3.6 3.5 hereof, (b) exceptions to title that do not interfere materially with Empire's FICS' or any of its Subsidiaries' FICS Subsidiary's use and enjoyment of owned or leased real property (other than OREO)property, (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved againstagainst (and reflected on the financial statements referred to in Section 3.5 above), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 20011998, and (e) items listed in Section 3.17 3.14 of the Empire FICS Disclosure Schedule, Empire FICS and its Subsidiaries each FICS Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in the consolidated financial statements of Empire as of December 31, 2001, free and clear of all material liens, claims, charges and other encumbrances. Empire FICS and its Subsidiarieseach FICS Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither FICS nor any FICS Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998. All properties and assets used by Empire FICS and its Subsidiaries each FICS Subsidiary are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized and, to the knowledge of Empire, and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. Empire FICS and its Subsidiaries each FICS Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which Empire FICS or any of its Subsidiaries FICS Subsidiary is a party are valid and binding obligations of Empire or any of its Subsidiaries in accordance with the terms thereof. Neither Empire FICS nor any of its Subsidiaries FICS Subsidiary is in material default with respect to any such lease, and there has occurred no default by Empire FICS or any of its Subsidiaries FICS Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default by Empire or any of its Subsidiaries under any such lease. To the knowledge of EmpireFICS, there are no Laws, conditions of record, or other impediments which materially interfere with the intended use by Empire FICS or any of its Subsidiaries FICS Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. Section 3.17 3.16 of the Empire NewMil Disclosure Schedule lists as of the date of this Agreement (i) all real property owned by Empire NewMil and its Subsidiaries; each NewMil Subsidiary, (ii) each real property lease, sublease or installment purchase arrangement to which Empire NewMil or any of its Subsidiaries NewMil Subsidiary is a party; , (iii) a description of each contract for the purchase, sale, or development of real estate to which Empire NewMil or any of its Subsidiaries NewMil Subsidiary is a party; , and (iv) all items of Empire's NewMil’s or any of its Subsidiaries' tangible personal property and equipment NewMil Subsidiary’s fixed assets with a net book value of $10,000 25,000 or more or having any annual lease payment of $10,000 25,000 or more. Except for (a) items reflected in Empire's NewMil’s consolidated financial statements as of December 31, 2001 2005 referred to in Section 3.6 hereof3.6, (b) exceptions to title that do not interfere materially with Empire's NewMil’s or any of its Subsidiaries' NewMil Subsidiary’s use and enjoyment of owned or leased real property (other than OREO), (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against, against (d) properties and assets sold or transferred reflected on the financial statements referred to in the ordinary course of business consistent with past practices since December 31, 2001Section 3.6), and (ed) items listed in Section 3.17 3.16 of the Empire NewMil Disclosure Schedule, Empire NewMil and its Subsidiaries each NewMil Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in the consolidated financial statements of Empire as of December 31, 2001, free and clear of all material liens, claims, charges and other encumbrances. Empire NewMil and its Subsidiarieseach NewMil Subsidiary, as lesseeslessee, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither NewMil nor any NewMil Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 2005. All properties and assets used by Empire NewMil and its Subsidiaries each NewMil Subsidiary are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized and, to the knowledge of Empire, and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. Empire NewMil and its Subsidiaries enjoy each NewMil Subsidiary enjoys peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which Empire or any of its Subsidiaries NewMil is a party are valid and binding obligations of Empire or any of its Subsidiaries in accordance with the terms thereof. Neither Empire NewMil nor any of its Subsidiaries NewMil Subsidiary is in material default with respect to any such lease, and there has occurred no default by Empire NewMil or any of its Subsidiaries NewMil Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default by Empire or any of its Subsidiaries under any such lease. To the knowledge of Empire, there There are no Laws, conditions of record, or other impediments which materially interfere with the intended use by Empire NewMil or any of its Subsidiaries NewMil Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. Section 3.17 of the Empire Disclosure Schedule lists as of the date of this Agreement (i) all real property owned by Empire and its Subsidiaries; (ii) each real property lease, sublease or installment purchase arrangement to which Empire or any of its Subsidiaries is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which Empire or any of its Subsidiaries is a party; and (iv) all items of Empire's or any of its Subsidiaries' tangible personal property and equipment with a net book value of $10,000 or more or having any annual lease payment of $10,000 or more. Except for (a) items reflected in Empire's First Chester’s consolidated financial statements as of December 31, 2001 2008 referred to in Section 3.6 hereof3.6, (b) exceptions to title that do not interfere materially with Empire's First Chester’s or any of its Subsidiaries' First Xxxxxxx Subsidiary’s use and enjoyment of owned or leased real property (other than OREO), (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against, against (d) properties and assets sold or transferred reflected on the financial statements referred to in the ordinary course of business consistent with past practices since December 31, 2001Section 3.6), and (ed) items listed in Section 3.17 3.16 of the Empire First Xxxxxxx Disclosure ScheduleSchedules, Empire First Xxxxxxx and its Subsidiaries each First Xxxxxxx Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in the consolidated financial statements of Empire as of December 31, 2001, free and clear of all material liens, claims, charges and other encumbrances. Empire First Xxxxxxx and its Subsidiarieseach First Xxxxxxx Subsidiary, as lesseeslessee, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither First Xxxxxxx nor any First Xxxxxxx Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 2008. All properties and assets used by Empire First Xxxxxxx and its Subsidiaries each First Xxxxxxx Subsidiary are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized and, to the knowledge of Empire, and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. Empire First Xxxxxxx and its Subsidiaries enjoy each First Xxxxxxx Subsidiary enjoys peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which Empire or any of its Subsidiaries First Xxxxxxx is a party are valid and binding obligations of Empire or any of its Subsidiaries in accordance with the terms thereof. Neither Empire First Xxxxxxx nor any of its Subsidiaries First Xxxxxxx Subsidiary is in material default with respect to any such lease, and there has occurred no default by Empire First Xxxxxxx or any of its Subsidiaries First Xxxxxxx Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default by Empire or any of its Subsidiaries under any such lease. To the knowledge of Empire, there are no Laws, conditions of record, or other impediments which materially interfere with the intended use by Empire or any of its Subsidiaries of any of the property owned, leased, or occupied by them.

Properties and Assets. Section 3.17 of the Empire Disclosure Schedule lists as of the date of this Agreement (i) all real property owned by Empire and its Subsidiaries; (ii) each real property lease, sublease or installment purchase arrangement to which Empire or any of its Subsidiaries is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which Empire or any of its Subsidiaries is a party; and (iv) all items of Empire's or any of its Subsidiaries' tangible personal property and equipment with a net book value of $10,000 or more or having any annual lease payment of $10,000 or more. Except for (a) items reflected in EmpireS1's consolidated financial statements as of December 31, 2001 1998 referred to in Section 3.6 3.5 hereof, (b) exceptions to title that do not interfere materially with EmpireS1's or any of its Subsidiaries' S1 Subsidiary's use and enjoyment of owned or leased real property (other than OREO)property, (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved againstagainst (and reflected on the financial statements referred to in Section 3.5 above), and (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 20011998, S1 and (e) items listed in Section 3.17 of the Empire Disclosure Schedule, Empire and its Subsidiaries each S1 Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in the consolidated financial statements of Empire as of December 31, 2001, free and clear of all material liens, claims, charges and other encumbrances. Empire S1 and its Subsidiarieseach S1 Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither S1 nor any S1 Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998. All properties and assets used by Empire S1 and its Subsidiaries each S1 Subsidiary are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized and, to the knowledge of Empire, and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. Empire S1 and its Subsidiaries each S1 Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which Empire S1 or any of its Subsidiaries S1 Subsidiary is a party are valid and binding obligations of Empire or any of its Subsidiaries in accordance with the terms thereof. Neither Empire S1 nor any of its Subsidiaries S1 Subsidiary is in material default with respect to any such lease, and there has occurred no default by Empire S1 or any of its Subsidiaries S1 Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default by Empire or any of its Subsidiaries under any such lease. To the knowledge of EmpireS1, there are no Laws, conditions of record, or other impediments which materially interfere with the intended use by Empire S1 or any of its Subsidiaries S1 Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. Section 3.17 of the Empire MECH Disclosure Schedule lists as of the date of this Agreement (i) all real property owned by Empire MECH and its Subsidiariesany Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which Empire MECH or any of its Subsidiaries Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which Empire MECH or any of its Subsidiaries Subsidiary is a party; and (iv) all items of EmpireMECH's or any of its Subsidiaries' Subsidiary's tangible personal property and equipment with a net book value of $10,000 50,000 or more or having any annual lease payment of $10,000 25,000 or more. Except for (a) items reflected in EmpireMECH's consolidated financial statements as of December 31, 2001 1998 referred to in Section 3.6 hereof, (b) exceptions to title that do not interfere materially with EmpireMECH's or any of its Subsidiaries' Subsidiary's use and enjoyment of owned or leased real property (other than OREO), (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved againstagainst (and reflected on the financial statements referred to in Section 3.6 above), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 20011998, and (e) items listed in Section 3.17 of the Empire MECH Disclosure Schedule, Empire MECH and its Subsidiaries have good and, as to owned real property, marketable and insurable insurable, title to all their properties and assets, reflected in the consolidated financial statements of Empire as of December 31, 2001, free and clear of all material liens, claims, charges and other encumbrances. Empire MECH and its Subsidiaries, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither MECH nor any Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1998. All properties and assets used by Empire MECH and any of its Subsidiaries are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized and, to the knowledge of Empire, and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. Empire MECH and its Subsidiaries enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which Empire MECH or any of its Subsidiaries is are a party are valid and binding obligations of Empire or any of its Subsidiaries in accordance with the terms thereof. Neither Empire MECH nor any of its Subsidiaries Subsidiary is in material default with respect to any such lease, and there has occurred no default by Empire MECH or any of its Subsidiaries Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default by Empire or any of its Subsidiaries under any such lease. To the knowledge of Empire, there There are no Laws, conditions of record, or other impediments which materially interfere with the intended use by Empire MECH or any of its Subsidiaries Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. Section 3.17 3.16 of the Empire VBI Disclosure Schedule lists as of the date of this Agreement (i) all real property owned by Empire and its SubsidiariesVBI or any Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which Empire VBI or any of its Subsidiaries Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which Empire VBI or any of its Subsidiaries Subsidiary is a party; and (iv) all items of Empire's VBI’s or any of its Subsidiaries' Subsidiary’s tangible personal property and equipment with a net book value of $10,000 50,000 or more or having any annual lease payment of $10,000 50,000 or more. Except for (a) items reflected in Empire's VBI’s consolidated financial statements as of December 31, 2001 2005 referred to in Section 3.6 hereof, (b) exceptions to title that do not interfere materially with Empire's VBI’s or any of its Subsidiaries' Subsidiary’s use and enjoyment of owned or leased real property (other than OREO)) or otherwise materially impair business operations at, or the value of, such properties, (c) liens for current real estate taxes not yet delinquentdue or payable, or being contested in good faith, properly reserved against, against (d) properties and assets sold or transferred reflected on the financial statements referred to in the ordinary course of business consistent with past practices since December 31, 2001Section 3.6 above), and (ed) items listed in Section 3.17 3.16 of the Empire VBI Disclosure Schedule, Empire VBI and its Subsidiaries have each Subsidiary has good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in the consolidated financial statements of Empire as of December 31, 2001, free and clear of all material liens, claims, charges and other encumbrancesencumbrances of any nature whatsoever. Empire VBI and its Subsidiarieseach Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and neither VBI nor any Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 2002. All properties and assets used by Empire VBI and its Subsidiaries each Subsidiary are in good operating condition and repair (subject to ordinary wear and tear) repair, are suitable for the purposes for which they are currently utilized and, to the knowledge Knowledge of EmpireVBI, comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. Empire VBI and its Subsidiaries each Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which Empire VBI or any of its Subsidiaries Subsidiary is a party are valid and binding obligations of Empire or any of its Subsidiaries in accordance with the terms thereof. Neither Empire VBI nor any of its Subsidiaries Subsidiary is in default in any material default respect with respect to any such lease, and there has occurred no default by Empire VBI or any of its Subsidiaries Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a default in any material default by Empire or any of its Subsidiaries respect under any such lease. To the knowledge Knowledge of EmpireVBI, there are no Laws, conditions of record, or other impediments which interfere materially interfere with the intended use by Empire VBI or any of its Subsidiaries Subsidiary of any of the property owned, leased, or occupied by any of them. No real property leases or agreements to which VBI or any Subsidiary is a party will require any consent as a result of the transactions contemplated hereby.

Properties and Assets. Section 3.17 (a) The Company and each of its Subsidiaries have good and valid title to all of the Empire Disclosure real property listed under the caption “Owned Real Property” on Schedule lists as 2.12 (the “Owned Real Property”) and to their respective interests in personal properties and assets, reflected on the Most Recent Balance Sheet or acquired since the Most Recent Balance Sheet Date, or, in the case of leased real property listed under the date caption “Leased Real Property” on Schedule 2.12 (“Leased Real Property”) and all other leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of this Agreement all Liens except for: (i) all Liens consisting of zoning or planning restrictions, easements, rights-of-way, covenants, permits and other restrictions or limitations on the use of real property owned by Empire and its Subsidiariesor irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used; (ii) each real Liens consisting of encumbrances, defects, exceptions, easements, rights of way, restrictions, covenants, claims or other similar charges, which do not materially detract from the value of, or materially impair the use of, such property lease, sublease or installment purchase arrangement to which Empire or any of its Subsidiaries as it is a partycurrently used; (iii) a description of each contract for the purchase, sale, or development of real estate to which Empire or any of its Subsidiaries is a party; and (iv) all items of Empire's or any of its Subsidiaries' tangible personal property and equipment with a net book value of $10,000 or more or having any annual lease payment of $10,000 or more. Except for (a) items reflected in Empire's consolidated financial statements as of December 31, 2001 referred to in Section 3.6 hereof, (b) exceptions to title that do not interfere materially with Empire's or any of its Subsidiaries' use and enjoyment of owned or leased real property (other than OREO), (c) liens Liens for current real estate taxes Taxes, assessments or governmental charges or levies on property not yet delinquent, due or which are being contested in good faithfaith and for which appropriate reserves in accordance with GAAP have been created; (iv) mechanic’s, properly reserved against, (d) properties materialmen’s and assets sold or transferred similar Liens arising in the ordinary course of business consistent with past practices since December 31(including, 2001without limitation, by operation of Law); (v) standard exceptions which would be contained in an ALTA Form extended coverage owner’s policy of title insurance (or the locally available form of title insurance policy, as applicable) relating to (A) laws, ordinances and governmental regulations, (B) police power and (eC) items listed eminent domain, in Section 3.17 of the Empire Disclosure Schedule, Empire and its Subsidiaries have good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in the consolidated financial statements of Empire as of December 31, 2001, free and clear of all material liens, claims, charges and other encumbrances. Empire and its Subsidiaries, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them. All properties and assets used by Empire and its Subsidiaries are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized andeach instance, to the knowledge of Empire, comply in all material respects with all Laws relating thereto now in effect. Empire and its Subsidiaries enjoy peaceful and undisturbed possession under all leases for extent the use of all property under which they are the lessees, and all leases to which Empire or any of its Subsidiaries is a party are valid and binding obligations of Empire or any of its Subsidiaries in accordance with the terms thereof. Neither Empire nor any of its Subsidiaries is in material default with respect to any such lease, and there has occurred no default by Empire or any of its Subsidiaries or event which with the lapse of time or the giving of notice, or both, same would not constitute a material default by Empire or any of its Subsidiaries under any such lease. To the knowledge of Empire, there are no Laws, conditions of record, or other impediments which materially interfere with the intended use by Empire or any of its Subsidiaries of any breach of the property ownedother representations made by the Company under this Agreement; and (vi) any Liens granted pursuant to or permitted under the ABL Credit Facility and the Senior Secured Notes (including Liens for after-acquired collateral) (collectively, leased, or occupied by themthe “Permitted Liens”).

Properties and Assets. Section 3.17 (a) The Company and each of its Subsidiaries have good and valid title to all of the Empire Disclosure real property listed under the caption “Owned Real Property” on Schedule lists as 2.13 (the “Owned Real Property”) and to their respective interests in personal properties and assets, reflected on the Most Recent Balance Sheet or acquired since the Most Recent Balance Sheet Date, or, in the case of leased real property listed under the date caption “Leased Real Property” on Schedule 2.13 (“Leased Real Property”) and all other leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of this Agreement all Liens except for: (i) all Liens consisting of zoning or planning restrictions, easements, rights-of-way, covenants, permits and other restrictions or limitations on the use of real property owned by Empire and its Subsidiariesor irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used; (ii) each real Liens consisting of encumbrances, defects, exceptions, easements, rights of way, restrictions, covenants, claims or other similar charges, which do not materially detract from the value of, or materially impair the use of, such property lease, sublease or installment purchase arrangement to which Empire or any of its Subsidiaries as it is a partycurrently used; (iii) a description of each contract for the purchase, sale, or development of real estate to which Empire or any of its Subsidiaries is a party; and (iv) all items of Empire's or any of its Subsidiaries' tangible personal property and equipment with a net book value of $10,000 or more or having any annual lease payment of $10,000 or more. Except for (a) items reflected in Empire's consolidated financial statements as of December 31, 2001 referred to in Section 3.6 hereof, (b) exceptions to title that do not interfere materially with Empire's or any of its Subsidiaries' use and enjoyment of owned or leased real property (other than OREO), (c) liens Liens for current real estate taxes Taxes, assessments or governmental charges or levies on property not yet delinquent, due or which are being contested in good faithfaith and for which appropriate reserves in accordance with GAAP have been created; (iv) mechanic’s, properly reserved against, (d) properties materialmen’s and assets sold or transferred similar Liens arising in the ordinary course of business consistent with past practices since December 31(including, 2001without limitation, by operation of Law); (v) standard exceptions which would be contained in an ALTA Form extended coverage owner’s policy of title insurance (or the locally available form of title insurance policy, as applicable) relating to (A) laws, ordinances and governmental regulations, (B) police power and (eC) items listed eminent domain, in Section 3.17 of the Empire Disclosure Schedule, Empire and its Subsidiaries have good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in the consolidated financial statements of Empire as of December 31, 2001, free and clear of all material liens, claims, charges and other encumbrances. Empire and its Subsidiaries, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them. All properties and assets used by Empire and its Subsidiaries are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized andeach instance, to the knowledge of Empire, comply in all material respects with all Laws relating thereto now in effect. Empire and its Subsidiaries enjoy peaceful and undisturbed possession under all leases for extent the use of all property under which they are the lessees, and all leases to which Empire or any of its Subsidiaries is a party are valid and binding obligations of Empire or any of its Subsidiaries in accordance with the terms thereof. Neither Empire nor any of its Subsidiaries is in material default with respect to any such lease, and there has occurred no default by Empire or any of its Subsidiaries or event which with the lapse of time or the giving of notice, or both, same would not constitute a material default by Empire or any of its Subsidiaries under any such lease. To the knowledge of Empire, there are no Laws, conditions of record, or other impediments which materially interfere with the intended use by Empire or any of its Subsidiaries of any breach of the property ownedother representations made by the Company under this Agreement; and (vi) any Liens granted pursuant to or permitted under the Fleet Credit Agreement (collectively, leased, or occupied by themthe “Permitted Liens”).

Properties and Assets. (a) The Company and its Subsidiaries own --------------------- no real property. Section 3.17 5.14(a)(i) of the Empire Disclosure Schedule lists Letter sets forth a complete and correct list of all leases, subleases and assignments pursuant to which SNKR Holding Corp. or the Company leases real property and all amendments, guarantees and other documents related thereto (collectively, the "Real Property ------------- Leases"; as used herein, the term "lease" shall be deemed to include, without ------ limitation, all Real Property Leases). True and correct copies of all Real Property Leases have previously been delivered to the Purchaser. There is no real or tangible personal property used in, necessary for or material to the business of the Company or its Subsidiaries as currently conducted consistent with prior practice, other than the Real Property and the personal property listed in Section 5.14(a) of the Disclosure Letter. The Company or its Subsidiaries has good and marketable title to, or a valid leasehold interest in, all the properties and assets which it purports to own or lease (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in Section 5.14(a)(i) of the Disclosure Letter or on the Balance Sheet (except for personal property sold since the date of this Agreement (i) all real property owned by Empire and its Subsidiaries; (ii) each real property lease, sublease or installment purchase arrangement to which Empire or any of its Subsidiaries is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which Empire or any of its Subsidiaries is a party; and (iv) all items of Empire's or any of its Subsidiaries' tangible personal property and equipment with a net book value of $10,000 or more or having any annual lease payment of $10,000 or more. Except for (a) items reflected in Empire's consolidated financial statements as of December 31, 2001 referred to in Section 3.6 hereof, (b) exceptions to title that do not interfere materially with Empire's or any of its Subsidiaries' use and enjoyment of owned or leased real property (other than OREO), (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against, (d) properties and assets sold or transferred Balance Sheet in the ordinary course of business and consistent with past practices since December 31, 2001, and (e) items listed practices). Except as set forth in Section 3.17 5.14(a)(ii) of the Empire Disclosure ScheduleLetter, Empire to the Knowledge of the Company, all properties and assets reflected in Section 5.14(a)(i) of the Disclosure Letter or on the Balance Sheet (including the leasehold interests of the Company or its Subsidiaries have good andSubsidiaries, as to owned real propertyapplicable, marketable and insurable title to all their properties and assets, reflected in under the consolidated financial statements of Empire as of December 31, 2001, Real Property Leases) are free and clear of all material liensLiens, claimsexcept for Permitted Liens. Except as set forth in Section 5.14(a)(iii) of the Disclosure Letter, charges and other encumbrances. Empire and the leasehold interests of the Company or its Subsidiaries, as lesseesapplicable, are not subordinate to any superior leases or mortgages except to the extent that Non- Disturbance Agreements in favor of the Company or its Subsidiaries as applicable, have been executed and delivered by the right under valid holders of each such superior lease and subsisting leases to occupymortgage. As used herein, use and possess all property leased by them. All properties and assets used by Empire and its Subsidiaries are in good operating condition and repair (subject to ordinary wear and tear) suitable "Non-Disturbance Agreement" shall ------------------------- mean an agreement providing for the purposes for which they are currently utilized and, to continued occupancy of the knowledge applicable leasehold premises notwithstanding the termination of Empire, comply in all material respects with all Laws relating thereto now in effect. Empire and its Subsidiaries enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which Empire or any of its Subsidiaries is a party are valid and binding obligations of Empire or any of its Subsidiaries in accordance with the terms thereof. Neither Empire nor any of its Subsidiaries is in material default with respect to any such superior lease, and there has occurred no default by Empire the foreclosure of a mortgage or any of its Subsidiaries or event which with the lapse of time or the giving of noticea similar occurrence, or both, would constitute a material default by Empire or any of its Subsidiaries under any such lease. To the knowledge of Empire, there are no Laws, conditions of record, or other impediments which materially interfere with the intended use by Empire or any of its Subsidiaries of any of the property owned, leased, or occupied by themas applicable.

Properties and Assets. Section 3.17 3.14 of the Empire Q-Up Disclosure Schedule lists as of the date of this Agreement (i) all real property owned by Empire Q-Up and its Subsidiarieseach Q-Up Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which Empire Q-Up or any of its Subsidiaries Q-Up Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which Empire Q-Up or any of its Subsidiaries Q-Up Subsidiary is a party; and (iv) all items of EmpireQ-Up's or any of its Subsidiaries' Q-Up Subsidiary's tangible personal property and equipment with a net book value of $10,000 25,000 or more or having any annual lease payment of $10,000 25,000 or more. Except for (a) items reflected in EmpireQ-Up's consolidated financial statements as of December 31, 2001 1999 referred to in Section 3.6 3.5 hereof, (b) exceptions to title that do not interfere materially with EmpireQ-Up's or any of its Subsidiaries' Q-Up Subsidiary's use and enjoyment of owned or leased real property (other than OREO)property, (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved againstagainst (and reflected on the financial statements referred to in Section 3.5 above), (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 20011999, and (e) items listed in Section 3.17 3.14 of the Empire Q-Up Disclosure Schedule, Empire Q-Up and its Subsidiaries each Q-Up Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in the its consolidated financial statements of Empire Q-Up as of December 31, 20011999, free and clear of all material liens, claims, charges and other encumbrances. Empire Q-Up and its Subsidiarieseach Q-Up Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them, and there has not occurred under any such lease any material breach, violation or default by Q-Up, and neither Q-Up nor any Q-Up Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 1999. All properties and assets used by Empire Q-Up and its Subsidiaries each Q-Up Subsidiary are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized and, to the knowledge of Empire, and comply in all material respects with all Laws relating thereto now in effect. Empire Q-Up and its Subsidiaries each Q-Up Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which Empire or any of its Subsidiaries is a party are valid and binding obligations of Empire or any of its Subsidiaries in accordance with the terms thereof. Neither Empire nor any of its Subsidiaries is in material default with respect to any such lease, and there has occurred no default by Empire or any of its Subsidiaries or event which with the lapse of time or the giving of notice, or both, would constitute a material default by Empire or any of its Subsidiaries under any such lease. To the knowledge of Empire, there are no Laws, conditions of record, or other impediments which materially interfere with the intended use by Empire or any of its Subsidiaries of any of the property owned, leased, or occupied by them.,

Properties and Assets. Section 3.17 of the Empire Eagle Disclosure Schedule lists as of the date of this Agreement (i) all real property owned by Empire Eagle and its Subsidiarieseach Eagle Subsidiary; (ii) each real property lease, sublease or installment purchase arrangement to which Empire Eagle or any of its Subsidiaries Eagle Subsidiary is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which Empire Eagle or any of its Subsidiaries Eagle Subsidiary is a party; and (iv) all items of EmpireEagle's or any of its Subsidiaries' Eagle Subsidiary's tangible personal property and equipment with a net book value of $10,000 50,000 or more or having any annual lease payment of $10,000 25,000 or more. Except for (a) items reflected in EmpireEagle's consolidated financial statements stat- ements as of December 31June 30, 2001 1997 referred to in Section 3.6 hereof, (b) exceptions to title that do not interfere materially with EmpireEagle's or any of its Subsidiaries' Eagle Subsidiary's use and enjoyment of owned or leased real property (other than OREO), (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against, (d) properties and assets as- sets sold or transferred in the ordinary course of business consistent with past practices since December 31June 30, 20011997, and (e) items listed in Section 3.17 of the Empire Eagle Disclosure Schedule, Empire Eagle and its Subsidiaries each Eagle Subsidiary have good and, as to owned real property, marketable and insurable title to all their properties proper- ties and assets, reflected in the consolidated financial statements state- ments of Empire Eagle as of December 31June 30, 20011997, free and clear of all material liens, claims, charges and other encumbrances. Empire Eagle and its Subsidiarieseach Eagle Subsidiary, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased leas- ed by them. All properties and assets used by Empire Eagle and its Subsidiaries each Eagle Subsidiary are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized and, to the knowledge of Empire, and comply in all material mate- rial respects with all Laws relating thereto now in effect. Empire Eagle and its Subsidiaries each Eagle Subsidiary enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which Empire Eagle or any of its Subsidiaries Eagle Subsidiary is a party are valid and binding obligations of Empire or any of its Subsidiaries obliga- tions in accordance with the terms thereof. Neither Empire Eagle nor any of its Subsidiaries Eagle Subsidiary is in material default with respect to any such lease, and there has occurred no default by Empire Eagle or any of its Subsidiaries Eagle Bank or event which with the lapse of time or the giving of notice, or both, would constitute a material default by Empire or any of its Subsidiaries under any such lease. To the knowledge of Empire, there There are no Laws, conditions of record, or other impediments which materially interfere with the intended use by Empire Eagle or any of its Subsidiaries Eagle Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. Section 3.17 3.13 of the Empire Company Disclosure Schedule lists as of the date of this Agreement (i) all real property owned by Empire and its Subsidiariesthe Company; (ii) each real property lease, sublease or installment purchase arrangement to which Empire or any of its Subsidiaries the Company is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which Empire or any of its Subsidiaries the Company is a party; and (iv) all items of Empire's or any of its Subsidiaries' the Company’s tangible personal property and equipment with a net book value of $10,000 50,000 or more or having any annual lease payment of $10,000 50,000 or more. Except for (a) items reflected in Empire's the Company’s consolidated financial statements as of December 31April 30, 2001 referred to 2005, as filed in Section 3.6 hereofthe Company’s Annual Report on Form 10-K for the fiscal year ended Apxxx 00, 0000, (bx) exceptions to title that do not interfere materially with Empire's or any of its Subsidiaries' the Company’s use and enjoyment of owned or leased real property (other than OREO)property, (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against, against (d) properties and assets sold or transferred reflected on the financial statements referred to in the ordinary course of business consistent with past practices since December 31Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 20012005), and (ed) items listed in Section 3.17 3.13 of the Empire Company Disclosure Schedule, Empire and its Subsidiaries have the Company has good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in the consolidated financial statements of Empire as of December 31, 2001, free and clear of all material liens, claims, charges and other encumbrances. Empire and its SubsidiariesThe Company, as lesseeslessee, have has the right under valid and subsisting leases to occupy, use and possess all property leased by them, and the Company has not experienced any material uninsured damage or destruction with respect to such properties since April 30, 2005. All properties and assets used by Empire and its Subsidiaries the Company are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized and, to the knowledge Knowledge of Empirethe Company, comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. Empire and its Subsidiaries enjoy The Company enjoys peaceful and undisturbed possession under all leases for the use of all property under which they are it is the lesseeslessee, and all leases to which Empire or any of its Subsidiaries the Company is a party are valid and binding obligations of Empire or any of its Subsidiaries in accordance with the terms thereof. Neither Empire nor any of its Subsidiaries The Company is not in material default with respect to any such lease, and there has occurred no default by Empire or any of its Subsidiaries the Company or event which with the lapse of time or the giving of notice, or both, would constitute a material default by Empire or any of its Subsidiaries under any such lease, except where such default is not likely to have, either individually or in the aggregate, a Material Adverse Effect. To the knowledge Knowledge of Empirethe Company, there are no Laws, conditions of record, or other impediments which interfere materially interfere with the intended use by Empire or any of its Subsidiaries the Company of any of the property owned, leased, or occupied by themit.

Properties and Assets. Section 3.17 3.16 of the Empire Bridge Disclosure Schedule lists as of the date of this Agreement (i) all real property owned by Empire Bridge and its Subsidiaries; each Bridge Subsidiary (other than properties acquired by Bridge after the date hereof in foreclosure or in full or partial satisfaction of debts previously contracted), (ii) each real property lease, sublease or installment purchase arrangement to which Empire Bridge or any of its Subsidiaries Bridge Subsidiary is a party; , (iii) a description of each contract for the purchase, sale, or development of real estate to which Empire Bridge or any of its Subsidiaries Bridge Subsidiary is a party; , and (iv) all items of Empire's Bridge’s or any of its Subsidiaries' Bridge Subsidiary’s tangible personal property and equipment with a net book value of $10,000 50,000 or more or having any annual lease payment of $10,000 25,000 or more. Except for (a) items reflected in Empire's Bridge’s consolidated financial statements as of December 31, 2001 2014 referred to in Section 3.6 hereof3.6, (b) exceptions to title title, zoning restrictions, easements, licenses and other restrictions on the use of owned or leased property or any interest therein that do not interfere materially with Empire's Bridge’s or any of its Subsidiaries' Bridge Subsidiary’s use and enjoyment of owned or leased real property (other than OREO)property, (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved againstagainst (and reflected on the financial statements referred to in Section 3.6), (d) properties purchase money mortgages or other purchase money or vendor’s liens (including any finance leases), provided that no such lien shall extend to cover any other property of Bridge or any Bridge Subsidiary other than the so purchased items, Bridge and assets sold or transferred in the ordinary course of business consistent with past practices since December 31, 2001, and (e) items listed in Section 3.17 of the Empire Disclosure Schedule, Empire and its Subsidiaries each Bridge Subsidiary have good and, as and valid title to each owned real propertyproperty and all owned material, marketable tangible personal property and insurable title to all their properties and assets, reflected in the consolidated financial statements of Empire as of December 31, 2001equipment, free and clear of all material liens, claims, charges and other encumbrances, except for such imperfections of title, liens, claims, charges and other encumbrances as do not materially affect the value of the properties or assets or affect the use of the properties or assets subject thereto or affected thereby or materially impair business operations at such properties. Empire Bridge and its Subsidiarieseach Bridge Subsidiary, as lesseeslessee, have the right under valid and subsisting leases to occupy, use and possess all property leased by them. All , and neither Bridge nor any Bridge Subsidiary has experienced any material uninsured damage or destruction with respect to such properties since December 31, 2013; all properties and assets used by Empire Bridge and its Subsidiaries each Bridge Subsidiary are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized and, to the knowledge of Empire, (normal wear and tear excluded) and comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. Empire ; and its Subsidiaries enjoy Bridge and each Bridge Subsidiary enjoys peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which Empire or any of its Subsidiaries Bridge is a party are valid and binding obligations of Empire or any of its Subsidiaries in accordance with the terms thereof. Neither Empire Bridge nor any of its Subsidiaries Bridge Subsidiary is in material default with respect to any such lease, and there has occurred no default by Empire Bridge or any of its Subsidiaries Bridge Subsidiary or event which with the lapse of time or the giving of notice, or both, would constitute a material default by Empire Bridge or any of its Subsidiaries Bridge Subsidiary under any such lease. To the knowledge of Empire, ; and there are no Laws, conditions of record, or other impediments which materially interfere with the intended use by Empire Bridge or any of its Subsidiaries Bridge Subsidiary of any of the property owned, leased, or occupied by them.

Properties and Assets. Section 3.17 3.13 of the Empire Company Disclosure Schedule lists as of the date of this Agreement (i) all real property owned by Empire and its Subsidiariesthe Company; (ii) each real property lease, sublease or installment purchase arrangement to which Empire or any of its Subsidiaries the Company is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which Empire or any of its Subsidiaries the Company is a party; and (iv) all items of Empire's or any of its Subsidiaries' the Company’s tangible personal property and equipment with a net book value of $10,000 50,000 or more or having any annual lease payment of $10,000 50,000 or more. Except for (a) items reflected in Empire's the Company’s consolidated financial statements as of December 31April 30, 2001 referred to 2005, as filed in Section 3.6 hereofthe Company’s Annual Report on Form 10-K for the fiscal year ended Xxxxx 00, 0000, (bx) exceptions to title that do not interfere materially with Empire's or any of its Subsidiaries' the Company’s use and enjoyment of owned or leased real property (other than OREO)property, (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against, against (d) properties and assets sold or transferred reflected on the financial statements referred to in the ordinary course of business consistent with past practices since December 31Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 20012005), and (ed) items listed in Section 3.17 3.13 of the Empire Company Disclosure Schedule, Empire and its Subsidiaries have the Company has good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in the consolidated financial statements of Empire as of December 31, 2001, free and clear of all material liens, claims, charges and other encumbrances. Empire and its SubsidiariesThe Company, as lesseeslessee, have has the right under valid and subsisting leases to occupy, use and possess all property leased by them, and the Company has not experienced any material uninsured damage or destruction with respect to such properties since April 30, 2005. All properties and assets used by Empire and its Subsidiaries the Company are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized and, to the knowledge Knowledge of Empirethe Company, comply in all material respects with all Laws relating thereto now in effect or scheduled to come into effect. Empire and its Subsidiaries enjoy The Company enjoys peaceful and undisturbed possession under all leases for the use of all property under which they are it is the lesseeslessee, and all leases to which Empire or any of its Subsidiaries the Company is a party are valid and binding obligations of Empire or any of its Subsidiaries in accordance with the terms thereof. Neither Empire nor any of its Subsidiaries The Company is not in material default with respect to any such lease, and there has occurred no default by Empire or any of its Subsidiaries the Company or event which with the lapse of time or the giving of notice, or both, would constitute a material default by Empire or any of its Subsidiaries under any such lease, except where such default is not likely to have, either individually or in the aggregate, a Material Adverse Effect. To the knowledge Knowledge of Empirethe Company, there are no Laws, conditions of record, or other impediments which interfere materially interfere with the intended use by Empire or any of its Subsidiaries the Company of any of the property owned, leased, or occupied by themit.

Properties and Assets. Section 3.17 of the Empire Klamath Disclosure Schedule lists as of the date of this Agreement (i) all real property owned by Empire Klamath and its Subsidiaries; (ii) each real property lease, sublease or installment purchase arrangement to which Empire Klamath or any of its Subsidiaries is a party; (iii) a description of each contract for the purchase, sale, or development of real estate to which Empire Klamath or any of its Subsidiaries is a party; and (iv) all items of EmpireKlamath's or any of its Subsidiaries' tangible personal property and equipment with a net book value of $10,000 30,000 or more or having any annual lease payment of $10,000 25,000 or more. Except for (a) items reflected in EmpireKlamath's consolidated financial statements as of December 31September 30, 2001 2002 referred to in Section 3.6 hereof, (b) exceptions to title that do not interfere materially with EmpireKlamath's or any of its Subsidiaries' use and enjoyment of owned or leased real property (other than OREO), (c) liens for current real estate taxes not yet delinquent, or being contested in good faith, properly reserved against, (d) properties and assets sold or transferred in the ordinary course of business consistent with past practices since December 31September 30, 20012002, and (e) items listed in Section 3.17 of the Empire Klamath Disclosure Schedule, Empire Klamath and its Subsidiaries have good and, as to owned real property, marketable and insurable title to all their properties and assets, reflected in the consolidated financial statements of Empire as of December 31, 2001, free and clear of all material liens, claims, charges and other encumbrances. Empire Klamath and its Subsidiaries, as lessees, have the right under valid and subsisting leases to occupy, use and possess all property leased by them. All properties and fixed assets used by Empire Klamath and its Subsidiaries are in good operating condition and repair (subject to ordinary wear and tear) suitable for the purposes for which they are currently utilized and, to the knowledge of EmpireKlamath, comply in all material respects with all Laws relating thereto now in effect. Empire Klamath and its Subsidiaries enjoy peaceful and undisturbed possession under all leases for the use of all property under which they are the lessees, and all leases to which Empire Klamath or any of its Subsidiaries is a party are valid and binding obligations of Empire Klamath or any of its Subsidiaries in accordance with the terms thereof. Neither Empire Klamath nor any of its Subsidiaries is in material default with respect to any such lease, and there has occurred no default by Empire Klamath or any of its Subsidiaries or event which with the lapse of time or the giving of notice, or both, would constitute a material default by Empire Klamath or any of its Subsidiaries under any such lease. To the knowledge of EmpireKlamath, there are no Laws, conditions of record, or other impediments which materially interfere with the intended use by Empire Klamath or any of its Subsidiaries of any of the property owned, leased, or occupied by them.