A
PARTY OR BY WHICH IT OR ANY OF ITS PROPERTY IS BOUND OR AFFECTED REQUIRING
PAYMENTS TO OR FROM, OR INCURRING OF LIABILITIES BY, THE COMPANY IN EXCESS OF
$250,000 (THE "CONTRACTS"). EXCEPT AS SET FORTH ON SCHEDULE 3.16(B) HERETO, THE
COMPANY HAS COMPLIED WITH AND PERFORMED, IN ALL MATERIAL RESPECTS, ALL OF ITS
OBLIGATIONS REQUIRED TO BE PERFORMED UNDER AND IS NOT IN DEFAULT WITH RESPECT TO
ANY OF THE CONTRACTS, AS OF THE DATE HEREOF, NOR HAS ANY EVENT OCCURRED WHICH
HAS NOT BEEN CURED WHICH, WITH OR WITHOUT THE GIVING OF NOTICE, LAPSE OF TIME,
OR BOTH, WOULD CONSTITUTE A DEFAULT IN ANY RESPECT THEREUNDER. TO THE BEST
KNOWLEDGE OF THE COMPANY, NO OTHER PARTY HAS FAILED TO COMPLY WITH OR PERFORM,
IN ALL MATERIAL RESPECTS, ANY OF ITS OBLIGATIONS REQUIRED TO BE PERFORMED UNDER
OR IS IN MATERIAL DEFAULT WITH RESPECT TO ANY SUCH CONTRACTS, AS OF THE DATE
HEREOF, NOR HAS ANY EVENT OCCURRED WHICH, WITH OR WITHOUT THE GIVING OF NOTICE,
LAPSE OF TIME OR BOTH, WOULD CONSTITUTE A MATERIAL DEFAULT IN ANY RESPECT BY
SUCH PARTY THEREUNDER. EXCEPT AS SET FORTH ON SCHEDULE 3.16(C) HERETO, THE
COMPANY KNOWS OF AND HAS NO REASON TO BELIEVE THAT THERE ARE ANY FACTS OR
CIRCUMSTANCES WHICH WOULD MAKE A MATERIAL DEFAULT BY ANY PARTY TO ANY CONTRACT
OR OBLIGATION LIKELY TO OCCUR SUBSEQUENT TO THE DATE HEREOF.
3.17
PERMITS AND LICENSES. THE COMPANY HAS ALL CERTIFICATES OF
OCCUPANCY, RIGHTS, PERMITS, CERTIFICATES, LICENSES, FRANCHISES, APPROVALS AND
OTHER AUTHORIZATIONS AS ARE REASONABLY NECESSARY TO CONDUCT ITS BUSINESS AND TO
OWN, LEASE, USE, OPERATE AND OCCUPY ITS ASSETS, AT THE PLACES AND IN THE MANNER
NOW CONDUCTED AND OPERATED, EXCEPT THOSE THE ABSENCE OF WHICH WOULD NOT
MATERIALLY ADVERSELY AFFECT ITS BUSINESS. THE COMPANY HAS NOT RECEIVED ANY
WRITTEN OR ORAL
16
NOTICE OR CLAIM PERTAINING TO THE FAILURE TO OBTAIN ANY MATERIAL PERMIT,
CERTIFICATE, LICENSE, APPROVAL OR OTHER AUTHORIZATION REQUIRED BY ANY FEDERAL,
STATE OR LOCAL AGENCY OR OTHER REGULATORY BODY, THE FAILURE OF WHICH TO OBTAIN
WOULD MATERIALLY AND ADVERSELY AFFECT ITS BUSINESS.
3.18
RESTRICTIONS ON BUSINESS ACTIVITIES.
EXCEPT AS SET FORTH IN
SCHEDULE 3.18 HERETO, THERE IS NO AGREEMENT OR ORDER BINDING UPON THE COMPANY,
OR ANY OF ITS ASSETS OR PROPERTIES WHICH HAS HAD OR COULD REASONABLY BE EXPECTED
TO HAVE THE EFFECT OF PROHIBITING OR IMPAIRING ANY CURRENT BUSINESS PRACTICE OF
THE COMPANY (OR FUTURE BUSINESS PRACTICE OF THE SURVIVING CORPORATION), ANY
ACQUISITION OF PROPERTY BY THE COMPANY OR THE CONDUCT OF BUSINESS BY THE COMPANY
AS CURRENTLY CONDUCTED OR AS PROPOSED TO BE CONDUCTED BY THE COMPANY OTHER THAN
IN THE ORDINARY COURSE OF BUSINESS OR WHICH WOULD NOT REASONABLY BE EXPECTED TO
GIVE RISE TO A MATERIAL ADVERSE EFFECT.
3.19
TITLE TO PROPERTY.
THE COMPANY HAS GOOD AND MARKETABLE TITLE TO
ALL OF ITS PROPERTIES, INTERESTS IN PROPERTIES AND ASSETS, REAL AND PERSONAL,
REFLECTED IN THE COMPANY FINANCIAL STATEMENTS OR ACQUIRED AFTER THE FINANCIAL
STATEMENT DATE (EXCEPT AS OTHERWISE DISCLOSED