INCREASED THE SALARY, BONUS
OR OTHER COMPENSATION PAYABLE TO ANY OFFICER OR EMPLOYEE OF SELLER OTHER THAN IN
THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE;
(D)
SELLER HAS NOT ENTERED INTO, MODIFIED OR
TERMINATED ANY CONTRACT OR TRANSACTION INVOLVING A TOTAL REMAINING COMMITMENT OF
AT LEAST $250,000 OTHER THAN IN THE ORDINARY COURSE OF BUSINESS, OR RECEIVED
WRITTEN NOTICE OF TERMINATION OF ANY MATERIAL CONTRACT OR TRANSACTION;
(E)
SELLER HAS NOT ENTERED INTO ANY AGREEMENT
TO TAKE ANY OF THE ACTIONS SET FORTH IN SUBSECTIONS (B) THROUGH (D) OF THIS
SECTION 3.7; AND
(F)
SELLER HAS NOT TAKEN OR FAILED TO TAKE
ANY OTHER ACTION WHICH ACTION OR FAILURE WOULD VIOLATE SECTION 5.1 IF SUCH
ACTION OR FAILURE WERE TO OCCUR AFTER THE DATE HEREOF.
3.8
Sufficiency and Title to Assets.
Except as
set forth on Schedule 3.8:
(A)
NO PROCEEDING IS PENDING OR, TO THE
KNOWLEDGE OF SELLER, THREATENED FOR THE TAKING OR CONDEMNATION OF ALL OR ANY
PORTION OF THE REAL PROPERTY.
THE REAL PROPERTY IS ALL OF THE REAL PROPERTY
OWNED BY SELLER.
SELLER HAS NOT ENTERED INTO ANY AGREEMENTS GIVING ANY PERSON
ANY RIGHT TO LEASE, SUBLEASE OR OTHERWISE OCCUPY ANY PORTION OF THE REAL
PROPERTY.
TO THE KNOWLEDGE OF SELLER, TRUE AND COMPLETE COPIES OF ALL SURVEYS
OF THE REAL PROPERTY IN SELLER'S POSSESSION HAVE HERETOFORE BEEN FURNISHED TO
PURCHASER.
THERE ARE NO ONGOING PROCEEDINGS (JUDICIAL OR, TO THE KNOWLEDGE OF
SELLER, LEGISLATIVE), CLAIMS OR DISPUTES OF WHICH SELLER HAS NOTICE AFFECTING
ANY REAL PROPERTY THAT MIGHT CURTAIL OR INTERFERE WITH THE USE OF SUCH
PROPERTY.
TO THE KNOWLEDGE OF SELLER, EACH REAL PROPERTY IS IN MATERIAL
COMPLIANCE WITH ALL LAWS, INCLUDING (I) THE AMERICANS WITH DISABILITIES ACT, 42
U.S.C. § 12102, ET SEQ., TOGETHER WITH ALL RULES, REGULATIONS AND OFFICIAL
INTERPRETATIONS PROMULGATED PURSUANT THERETO, AND (II) ALL LAWS WITH RESPECT TO
ZONING, BUILDING, FIRE, LIFE SAFETY, HEALTH CODES AND SANITATION.
SELLER HAS
NOT, SINCE
21
JUNE 1, 2001, RECEIVED ANY NOTICES OF EXISTING VIOLATIONS OF ANY LAWS APPLICABLE
TO ANY REAL PROPERTY.
SINCE JANUARY 1, 2001, SELLER HAS NOT RECEIVED ANY NOTICE
OF, OR OTHER WRITING REFERRING TO, ANY REQUIREMENTS OR RECOMMENDATIONS BY ANY
INSURANCE COMPANY THAT HAS ISSUED A POLICY COVERING ANY PART OF THE REAL
PROPERTY OR BY ANY BOARD OF FIRE UNDERWRITERS OR OTHER BODY EXERCISING SIMILAR
FUNCTIONS, REQUIRING OR RECOMMENDING ANY REPAIRS OR WORK TO BE DONE ON ANY PART
OF THE REAL PROPERTY, WHICH REPAIR OR WORK HAS NOT BEEN COMPLETED.
TO THE
KNOWLEDGE OF SELLER, SELLER HAS OBTAINED ALL APPROPRIATE CERTIFICATES OF
OCCUPANCY REQUIRED TO USE AND OPERATE THE REAL PROPERTY LOCATED IN THE STATE OF
CALIFORNIA IN THE MANNER IN WHICH SUCH REAL PROPERTY IS CURRENTLY BEING USED AND
OPERATED.
TRUE AND COMPLETE COPIES OF ALL SUCH CERTIFICATES HAVE HERETOFORE
BEEN FURNISHED TO PURCHASER.
(B)
THE REAL PROPERTY LEASES ARE THE ONLY
LEASEHOLD ESTATES UNDER WHICH SELLER IS A LESSEE (OR SUBLESSEE) OF ANY REAL
PROPERTY OR INTEREST THEREIN.
TO THE KNOWLEDGE OF SELLER,