TO ANY OF THE FOREGOING IN ANY MANNER THAT WOULD BE
LEGALLY ENFORCEABLE.
4.7
TITLE TO PROPERTIES.
(A)
SCHEDULE 4.7(A) SETS FORTH A LIST OF EACH PARCEL OF OWNED REAL PROPERTY.
TRUE AND COMPLETE COPIES OF (I) ALL DEEDS AND EXISTING TITLE INSURANCE POLICIES
OF OR PERTAINING TO THE OWNED REAL PROPERTY AND (II) ALL INSTRUMENTS, AGREEMENTS
AND OTHER DOCUMENTS EVIDENCING, CREATING OR CONSTITUTING ANY REAL ESTATE
ENCUMBRANCES HAVE BEEN DELIVERED TO BUYER.
WITH RESPECT TO EACH SUCH PARCEL OF
OWNED REAL PROPERTY:
(A) THE COMPANY SHAREHOLDERS AND THEIR CHILDREN (BRAD
RADER AND JULIE NEWELL, FORMERLY KNOWN AS JULIE RADER) OWN, OR WILL OWN
IMMEDIATELY FOLLOWING CLOSING, MARKETABLE TITLE TO SUCH PARCEL, FREE AND CLEAR
OF ALL LIENS, EXCEPT PERMITTED ENCUMBRANCES; (B) THERE ARE NO LEASES, SUBLEASES,
LICENSES, CONCESSIONS OR OTHER AGREEMENTS, WRITTEN OR ORAL, GRANTING TO ANY
PERSON THE RIGHT OF USE OR OCCUPANCY OF ANY PORTION OF SUCH PARCEL; AND
(C) THERE ARE NO OUTSTANDING ACTIONS OR RIGHTS OF FIRST REFUSAL TO PURCHASE SUCH
PARCEL, OR ANY PORTION THEREOF OR INTEREST THEREIN.
(B)
SCHEDULE 4.7(B) SETS FORTH THE ADDRESS AND/OR TAX PARCEL NUMBER OF THE
PROPERTY LEASED PURSUANT TO THE REAL PROPERTY LEASE, AND A TRUE AND COMPLETE
LIST OF ALL REAL PROPERTY LEASES (INCLUDING ALL AMENDMENTS, EXTENSIONS,
RENEWALS, GUARANTIES AND OTHER AGREEMENTS WITH RESPECT THERETO) FOR EACH SUCH
LEASED REAL PROPERTY.
EACH OF THE REAL PROPERTY LEASES IS IN FULL FORCE AND
EFFECT, AND THE COMPANY HOLDS A VALID AND EXISTING LEASEHOLD OR SUBLEASEHOLD
INTEREST UNDER EACH OF THE REAL PROPERTY LEASES.
THE COMPANY HAS DELIVERED TO
BUYER TRUE, CORRECT, COMPLETE AND ACCURATE COPIES OF EACH OF THE REAL PROPERTY
LEASES LISTED ON SCHEDULE 4.7(B).
WITH RESPECT TO EACH REAL PROPERTY LEASE
LISTED ON THE SCHEDULE 4.7(B):
(I) THE REAL PROPERTY
21
LEASE IS LEGAL, VALID, BINDING, ENFORCEABLE AND IN FULL FORCE AND EFFECT;
(II) THE REAL PROPERTY LEASE WILL CONTINUE TO BE LEGAL, VALID, BINDING,
ENFORCEABLE AND IN FULL FORCE AND EFFECT ON IDENTICAL TERMS FOLLOWING THE
CLOSING FOR THE DURATION STATED IN SUCH REAL PROPERTY LEASE, SUBJECT TO THE
TERMS THEREOF; (III) TO THE COMPANY'S KNOWLEDGE, NO PARTY TO ANY REAL PROPERTY
LEASE HAS REPUDIATED ANY PROVISION THEREOF; (IV) TO THE COMPANY'S KNOWLEDGE,
THERE ARE NO DISPUTES, ORAL AGREEMENTS, OR FORBEARANCE PROGRAMS IN EFFECT WITH
RESPECT TO ANY REAL PROPERTY LEASE; (V) NO REAL PROPERTY LEASE HAS BEEN MODIFIED
IN ANY RESPECT, EXCEPT TO THE EXTENT THAT SUCH MODIFICATIONS ARE DISCLOSED BY
THE DOCUMENTS DELIVERED TO BUYER; AND (VI) THE COMPANY HAS NOT ASSIGNED,
TRANSFERRED, CONVEYED, MORTGAGED, DEEDED IN TRUST OR ENCUMBERED ANY INTEREST IN
ANY REAL PROPERTY LEASE.
(C)
THE OWNED REAL PROPERTY AND REAL PROPERTY LEASES ARE REFERRED TO
COLLECTIVELY HEREIN AS THE "REAL PROPERTY".
4.8
CONDITION OF FACILITIES.
EXCEPT AS NOTED ON SCHEDULE 4.8, USE OF THE REAL
PROPERTY FOR THE VARIOUS PURPOSES FOR WHICH IT IS PRESENTLY BEING USED IS
PERMITTED AS OF RIGHT UNDER ALL APPLICABLE ZONING LEGAL REQUIREMENTS OR IS A
"PERMITTED NONCONFORMING" USE OF STRUCTURE CLASSIFICATIONS THAT