OF ANY
DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT THE
PURCHASED ASSETS ARE TO BE CONVEYED HEREUNDER "AS IS" AND "WHERE IS" ON THE
CLOSING DATE, AND IN THEIR THEN PRESENT CONDITION.
THE PURCHASER SHALL RELY
UPON ITS OWN EXAMINATION THEREOF.
7.21
GOOD UTILITY PRACTICE.
EXCEPT AS SET FORTH ON SCHEDULE 7.21, THE
FACILITY HAS BEEN OPERATED AND MAINTAINED IN ACCORDANCE WITH GOOD UTILITY
PRACTICE AND APPLICABLE MANUFACTURERS' OPERATING MANUALS.
ARTICLE VIII
WARRANTIES AND REPRESENTATIONS OF THE PURCHASER
The Purchaser warrants and represents to the Seller as follows:
8.01
DUE INCORPORATION.
THE PURCHASER IS AN OHIO CORPORATION DULY
INCORPORATED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE
OF ITS INCORPORATION.
8.02
AUTHORITY.
THE PURCHASER HAS THE CORPORATE RIGHT AND POWER TO
ENTER INTO, AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, AND HAS TAKEN ALL
REQUISITE CORPORATE ACTION TO AUTHORIZE ITS EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT; AND THIS
AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE PURCHASER AND EACH IS
BINDING UPON, AND ENFORCEABLE AGAINST, THE PURCHASER IN ACCORDANCE WITH ITS
TERMS; EXCEPT AS SUCH ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS AFFECTING ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY AND BY GENERAL PRINCIPLES OF EQUITY (WHETHER APPLIED
IN A PROCEEDING AT LAW OR IN EQUITY).
30
8.03
NO VIOLATIONS.
(A)
THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS
AGREEMENT BY THE PURCHASER DOES NOT AND WILL NOT, AFTER THE GIVING OF NOTICE, OR
THE LAPSE OF TIME, OR OTHERWISE: CONFLICT WITH, RESULT IN A BREACH OF, OR
CONSTITUTE A DEFAULT UNDER, THE CERTIFICATE OF INCORPORATION OR BY-LAWS OF THE
PURCHASER, OR TO PURCHASER'S KNOWLEDGE ANY LAW OR ANY MATERIAL CONTRACT,
AGREEMENT, COMMITMENT OR PLAN TO WHICH THE PURCHASER IS A PARTY.
(B)
THE EXECUTION AND DELIVERY BY PURCHASER AND ITS AFFILIATES OF THIS
AGREEMENT DOES NOT, AND THE PERFORMANCE BY PURCHASER AND ITS AFFILIATES OF ITS
OBLIGATIONS HEREUNDER WILL NOT, REQUIRE PURCHASER TO OBTAIN ANY CONSENT,
APPROVAL, AUTHORIZATION OR OTHER ACTION OF, OR MAKE ANY FILING WITH OR GIVE ANY
NOTICE TO, ANY GOVERNMENTAL AUTHORITY, EXCEPT (A) AS DISCLOSED IN SCHEDULE 8.03,
(B) PURSUANT TO THE APPLICABLE REQUIREMENTS OF THE HSR ACT, (C) WHERE FAILURE TO
OBTAIN SUCH CONSENTS, APPROVALS, AUTHORIZATIONS OR ACTIONS, MAKE SUCH FILINGS OR
GIVE SUCH NOTICES WOULD NOT IMPAIR THE PURCHASER'S ABILITY TO PERFORM ITS
OBLIGATIONS HEREUNDER IN ANY MATERIAL RESPECT AND (D) AS MAY BE NECESSARY AS A
RESULT OF ANY FACTS OR CIRCUMSTANCES RELATING SOLELY TO SELLER.
8.04
BROKERS.
NEITHER THIS AGREEMENT NOR THE PURCHASE OF THE PURCHASED
ASSETS OR ANY OTHER TRANSACTION CONTEMPLATED BY THIS AGREEMENT WAS INDUCED OR
PROCURED THROUGH ANY PERSON, ACTING ON BEHALF OF, OR REPRESENTING, THE PURCHASER
OR ANY OF ITS AFFILIATES AS BROKER, FINDER, INVESTMENT BANKER, FINANCIAL ADVISOR
OR IN ANY SIMILAR CAPACITY.
8.05
LITIGATION.
THERE ARE NO ACTIONS, CLAIMS OR PROCEEDINGS PENDING
AGAINST PURCHASER OR ANY OF ITS ASSETS OR PROPERTIES AT LAW OR IN