HAVE ANY LIABILITY IN RELATION TO ANY FREEHOLD OR LEASEHOLD PROPERTY
AND IN PARTICULAR THE COMPANY HAS NEVER ASSUMED ANY LIABILITY UNDER A LEASE
(WHETHER AS LANDLORD, TENANT, GUARANTOR OR OTHERWISE). THE SELLER HAS MADE
AVAILABLE TO THE BUYER, TRUE AND CORRECT COPIES OF EACH DEED FOR EACH PARCEL OF
LEASED PROPERTY TO THE EXTENT RELEVANT, AND ALL DEEDS, TITLE REPORTS, INSURANCE
POLICIES, SURVEYS, CERTIFICATES OF OCCUPANCY, ENVIRONMENTAL REPORTS AND AUDITS,
APPRAISALS, OTHER TITLE DOCUMENTS AND OTHER MATERIAL DOCUMENTS RELATING TO OR
OTHERWISE AFFECTING THE LEASED PROPERTY, OR THE OPERATION OF THE BUSINESS
THEREON OR ANY OTHER USES THEREOF.
(C)
THE SELLER HAS MADE AVAILABLE TO THE BUYER, TRUE AND CORRECT
COPIES OF ALL LEASES AND SUBLEASES RELATING TO THE LEASED PROPERTY AND ANY AND
ALL ANCILLARY DOCUMENTS PERTAINING THERETO (INCLUDING, BUT NOT LIMITED TO, ALL
AMENDMENTS, CONSENTS FOR ALTERATIONS AND DOCUMENTS RECORDING VARIATIONS AND
EVIDENCE OF COMMENCEMENT DATES AND EXPIRATION DATES) (THE "LEASES"). WITH
RESPECT TO EACH LEASE:
15
(1)
EACH LEASE IS THE LEGAL, VALID AND BINDING, OBLIGATION OF THE
PARTIES THERETO, ENFORCEABLE AGAINST EACH PARTY, EXCEPT AS ENFORCEMENT MAY BE
LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS
RELATING TO OR AFFECTING CREDITOR RIGHTS GENERALLY;
(2)
NONE OF (A) THE EXECUTION AND DELIVERY BY THE COMPANY AND THE
SELLER OF THIS AGREEMENT AND THE OTHER DOCUMENTS, (B) THE CONSUMMATION BY THE
COMPANY AND THE SELLER OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND
THE OTHER DOCUMENTS, (C) THE PERFORMANCE BY THE COMPANY AND THE SELLER OF THIS
AGREEMENT AND THE OTHER DOCUMENTS WILL (1) CONFLICT WITH OR VIOLATE THE TERMS OF
ANY LEASE OR (2) RESULT IN ANY BREACH OR VIOLATION OF OR CONSTITUTE A DEFAULT
(OR AN EVENT WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD BECOME A DEFAULT) UNDER,
OR IMPAIR THE COMPANY'S RIGHTS OR ALTER THE RIGHTS OR OBLIGATIONS OF ANY THIRD
PARTY UNDER, OR GIVE TO OTHERS ANY RIGHTS OF TERMINATION, AMENDMENT,
ACCELERATION OR CANCELLATION OF ANY LEASE OR PROVISIONS THEREIN;
(3)
NEITHER THE COMPANY NOR TO THE KNOWLEDGE OF THE SELLER, ANY OTHER
PARTY TO ANY LEASE, IS IN BREACH OR DEFAULT IN ANY MATERIAL RESPECT, AND, TO THE
KNOWLEDGE OF THE SELLER, NO EVENT HAS OCCURRED THAT, WITH NOTICE OR LAPSE OF
TIME WOULD CONSTITUTE A BREACH OR DEFAULT OR PERMIT TERMINATION, MODIFICATION OR
ACCELERATION UNDER THE LEASE OR ANY PROVISION THEREIN; AND
(4)
THE RENTAL SET FORTH IN EACH LEASE IS THE ACTUAL RENTAL BEING
PAID, AND THERE ARE NO SEPARATE AGREEMENTS OR UNDERSTANDINGS REGARDING THE
AMOUNT OF RENT.
4.11
Personal Property.
(A)
THE DISCLOSURE SCHEDULE LISTS EACH ITEM OR DISTINCT GROUP OF
HARDWARE, MACHINERY, EQUIPMENT, TOOLS, SUPPLIES, FURNITURE, FIXTURES, VEHICLES,
ROLLING STOCK AND OTHER TANGIBLE PERSONAL PROPERTY USED IN THE BUSINESS AND
OWNED OR LEASED BY THE COMPANY (THE "TANGIBLE PERSONAL PROPERTY").
(B)
THE SELLER HAS DELIVERED OR MADE AVAILABLE TO THE BUYER CORRECT
AND COMPLETE COPIES OF ALL LEASES FOR TANGIBLE PERSONAL PROPERTY AND ANY AND ALL
MATERIAL ANCILLARY DOCUMENTS PERTAINING THERETO. WITH RESPECT TO