POWER OF ATTORNEY
Know all persons by these presents, that the undersigned, Neil Underberg, hereby constitutes and appoints each of Joseph Macnow, Steven Santora and Alan J. Rice, signing singly, the undersigned’s true and lawful attorney-in-fact and agent in any and all capacities to:
The undersigned grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers granted in this Power of Attorney, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power or substitution or revocation. The undersigned hereby ratifies and confirms all that the attorney-in-fact, or the attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned grants to each attorney-in-fact full power and authority to delegate any or all of the foregoing powers to any person or persons whom the attorney-in-fact may select. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Act or any liabilities that may be associated therewith.
The undersigned agrees that the attorneys-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the Company and the attorneys-in-fact (and any persons to whom they delegate the powers granted herein) against losses, claims, damages, or liabilities (or actions in these respects) that arise out of or are based upon any action taken or omitted to be taken hereunder in good faith or that arise out of or are based upon any untrue statement or omission of necessary facts in the information provided by the undersigned to the attorney-in-fact for purposes of executing, acknowledging, delivering, or filing Forms ID, 3, 4 or 5 (including amendments thereto)
and agrees to reimburse the Company and the attorneys-in-fact herein (and any persons to whom they delegate the powers herein granted) for any legal or other expenses reasonably incurred in connection with investigating or defending against any of those losses, claims, damages, liabilities or actions.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of, and transactions in, securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 26th day of May, 2011.
Neil
Underberg
Signature
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STATE OF NEW JERSEY
ss.:
COUNTY OF BERGEN
On the 26th day of May, 2011 before me personally came to me known and known to me to be the individual described in, and who executed the foregoing Power of Attorney, and (s)he acknowledged to me that (s)he executed the same.
Carolyn Williams
Notary Public
My term expires: January 28, 2015
CAROLYN WILLIAMS NOTARY PUBLIC, State of New Jersey Commission Expires January 28, 2015 |
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