PENDING OR, TO THE COMPANY'S
KNOWLEDGE, THREATENED AGAINST OR AFFECTING THE COMPANY WITH RESPECT TO THE
BUSINESS OR THE PURCHASED ASSETS AT LAW OR IN EQUITY, OR BEFORE OR BY ANY
FEDERAL, STATE, MUNICIPAL OR OTHER GOVERNMENTAL DEPARTMENT, COMMISSION, BOARD,
BUREAU, AGENCY OR INSTRUMENTALITY, DOMESTIC OR FOREIGN, AND TO THE COMPANY'S
KNOWLEDGE THERE IS NO BASIS KNOWN FOR ANY OF THE FOREGOING.
EXCEPT AS SET FORTH
ON SCHEDULE 4.13, THE COMPANY HAS NOT RECEIVED ANY OPINION OR LEGAL ADVICE IN
WRITING TO THE EFFECT THAT THE COMPANY IS EXPOSED FROM A LEGAL STANDPOINT TO ANY
LIABILITY OR DISADVANTAGE WHICH MAY BE MATERIAL TO THE BUSINESS AS PREVIOUSLY,
PRESENTLY OR AS PROPOSED TO BE CONDUCTED OR THE BUSINESS PROSPECTS OF THE
BUSINESS.
NEITHER THE COMPANY WITH RESPECT TO THE BUSINESS NOR ANY OF THE
PURCHASED ASSETS IS SUBJECT TO ANY OUTSTANDING ORDER, JUDGMENT OR DECREE ISSUED
BY ANY COURT OR QUASI-JUDICIAL OR ADMINISTRATIVE AGENCY OF ANY FEDERAL, STATE,
LOCAL OR FOREIGN JURISDICTION OR ANY ARBITRATOR.
EXCEPT AS SET FORTH IN
26
SCHEDULE 4.13, THE COMPANY IS FULLY INSURED WITH RESPECT TO EACH OF THE MATTERS
SET FORTH ON SCHEDULE 4.13.
THE COMPANY SHAREHOLDERS AGREE TO CONTINUE TO
DILIGENTLY PURSUE A RESOLUTION TO THE MATTER SET FORTH ON SCHEDULE 4.13,
INCLUDING CONTINUING THEIR EFFORTS TO SEEK APPROVAL TO USE THE PARCEL THAT IS
THE SUBJECT OF SUCH MATTER FOR AGRICULTURAL PURPOSES FROM ALL APPLICABLE
GOVERNMENTAL AUTHORITIES; THE COMPANY SHAREHOLDERS SHALL CONTINUE TO PAY THE
LEGAL FEES RELATING TO SUCH MATTER AND SHALL PAY ALL FEES AND EXPENSES
(INCLUDING ATTORNEYS' FEES) INCURRED IN THE EVENT SUCH MATTER BECOMES SUBJECT TO
LITIGATION.
THE COMPANY SHAREHOLDERS SHALL KEEP BUYER APPRISED OF THE STATUS OF
THE MATTER SET FORTH ON SCHEDULE 4.13, AND SHALL NOT SETTLE SUCH MATTER WITHOUT
THE PRIOR WRITTEN CONSENT OF BUYER, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED.
THE COMPANY SHAREHOLDERS AGREE TO BE LIABLE FOR ANY LOSS,
CLAIM OR DAMAGE RELATING TO ACTIONS TAKEN PRIOR TO CLOSING ON THE PARCEL THAT IS
THE SUBJECT OF THE MATTER DESCRIBED ON SCHEDULE 4.13.
4.14
BROKERAGE.
EXCEPT AS SET FORTH IN SCHEDULE 4.14, THERE ARE NO CLAIMS
FOR BROKERAGE COMMISSIONS, FINDERS' FEES OR SIMILAR COMPENSATION IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BASED ON ANY CONTRACT MADE
BY OR ON BEHALF OF THE COMPANY.
4.15
GOVERNMENTAL AUTHORIZATIONS AND PERMITS.
SCHEDULE 4.15 CONTAINS A LIST
OF ALL WRITTEN PERMITS, LICENSES, VARIANCES, FRANCHISES, ORDERS, APPROVALS,
WAIVERS, CONSENTS, CERTIFICATES, REGISTRATIONS AND OTHER AUTHORIZATIONS OF
FOREIGN, FEDERAL, PROVINCIAL, STATE AND LOCAL GOVERNMENTS, GOVERNMENTAL
AGENCIES, JUDICIAL AUTHORITY OR REGULATORY BODY OR OTHER SIMILAR RIGHTS OWNED,
POSSESSED, NECESSARY, OR USED BY THE COMPANY IN THE CONDUCT OF THE BUSINESS THAT
HAVE BEEN ISSUED IN WRITING TO THE COMPANY OR COMPANY SHAREHOLDERS
(COLLECTIVELY, THE "GOVERNMENTAL AUTHORIZATIONS").
EXCEPT AS SET FORTH ON
SCHEDULE 4.15, NO GOVERNMENTAL AUTHORIZATIONS ARE REQUIRED TO OPERATE THE
BUSINESS AS CURRENTLY CONDUCTED.
4.16
EMPLOYEES.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 4.16(A),
(I)
TO THE COMPANY'S KNOWLEDGE, NO TRANSFERRED EMPLOYEE HAS ANY PLANS