indicated
and have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis.
4.7
TITLE TO ASSETS.
(A)
TITLE TO PURCHASED ASSETS. EXCEPT AS
PREVIOUSLY DISCLOSED TO BUYER AND OTHER THAN OWNED REAL PROPERTY AND THE LEASED
REAL PROPERTY, WHICH ARE ADDRESSED IN SECTION 4.7(B), THE SELLER HAS GOOD, VALID
AND MARKETABLE TITLE TO ALL OF THE PURCHASED ASSETS AND VALID LEASEHOLD
INTERESTS IN, OR OTHER RIGHTS TO USE, ALL OF THE PURCHASED ASSETS, IN EACH CASE,
FREE AND CLEAR OF ALL ENCUMBRANCES, SUBJECT ONLY TO THE PERMITTED ENCUMBRANCES.
(B)
TITLE TO REAL PROPERTY. SCHEDULES 2.1(3) AND
2.2(1) SET FORTH A COMPLETE LIST OF ALL OWNED REAL PROPERTY AND A COMPLETE LIST
OF ALL INTERESTS IN REAL PROPERTY LEASED BY SELLER AND USED IN THE BUSINESS (THE
"LEASED REAL PROPERTY"). EXCEPT AS SET FORTH IN ANY TITLE COMMITMENT PROVIDED TO
BUYER AND/OR ANY SURVEYS PREPARED BY BUYER AS PROVIDED IN SECTION 7.2(A), THE
SELLER HAS, OR AT CLOSING WILL HAVE:
(1) GOOD, VALID AND MARKETABLE FEE TITLE
TO THE OWNED REAL PROPERTY; AND (2) VALID LEASEHOLD INTERESTS IN THE LEASED REAL
PROPERTY, IN EACH CASE, FREE AND CLEAR OF ALL ENCUMBRANCES, EXCEPT FOR THE
PERMITTED ENCUMBRANCES.
4.8
COMPLIANCE WITH LAWS; PERMITS.
(A)
NO NOTICE OF NONCOMPLIANCE. EXCEPT AS
PREVIOUSLY DISCLOSED TO BUYER, AND SINCE AUGUST 1, 2002, THE SELLER HAS NOT
RECEIVED ANY NOTICE FROM A GOVERNMENTAL AUTHORITY ALLEGING THAT IT HAS FAILED TO
CONDUCT THE BUSINESS AND MAINTAIN THE PURCHASED ASSETS IN COMPLIANCE WITH ALL
APPLICABLE LAWS AND, TO SELLER'S KNOWLEDGE, THE BUSINESS AND PURCHASED ASSETS
ARE OPERATING IN MATERIAL COMPLIANCE WITH ALL LAWS.
(B)
PERMITS. TO SELLER'S KNOWLEDGE, THE SELLER
OWNS, HOLDS, POSSESSES OR LAWFULLY USES IN THE OPERATION OF THE BUSINESS ALL
PERMITS WHICH ARE NECESSARY TO CONDUCT THE BUSINESS AS CURRENTLY CONDUCTED BY
THE SELLER OR TO OWN AND USE THE PURCHASED ASSETS AS CURRENTLY USED IN THE
BUSINESS AND, EXCEPT AS PREVIOUSLY DISCLOSED TO BUYER, IS IN MATERIAL COMPLIANCE
WITH ALL PERMITS. EXCEPT AS PREVIOUSLY DISCLOSED TO BUYER, THE SELLER HAS NOT
RECEIVED ANY WRITTEN NOTICE OF ANY CLAIM OF NONCOMPLIANCE WITH RESPECT TO ANY
PERMITS. SELLER HAS PREVIOUSLY PROVIDED A TRUE, CORRECT, AND COMPLETE SUMMARY
DESCRIPTION AND LIST OF ALL MATERIAL PERMITS CURRENTLY USED IN THE BUSINESS.
4.9
Taxes. Except as previously disclosed to
Buyer, as of the date of Closing, Seller has filed or caused to be filed, or
properly extended the required filing date for, all Tax Returns which are
required to be filed by Seller on or prior to the Closing, and has paid all
Taxes which have become due pursuant to the Tax Returns or pursuant to any
assessment which has become payable on or prior to the Closing, except for any
Taxes or assessments which are being contested in good faith by appropriate
proceedings.
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4.10
Litigation. Except as previously disclosed to Buyer,
there are no legal, administrative, or arbitration proceedings, suits, or
actions of any nature ("Litigation") relating to the Business, any Purchased