ORDINANCES, AND NEITHER THE SELLER NOR ANY OF ITS AFFILIATES HAS RECEIVED ANY
WRITTEN NOTICE OF ANY VIOLATION OF ANY SUCH LAWS OR ORDINANCES.
TO SELLER'S
KNOWLEDGE, ALL IMPROVEMENTS ON THE OWNED REAL PROPERTY ARE IN REASONABLE
CONDITION AND REPAIR AND HAVE NOT SUFFERED ANY CASUALTY OR OTHER MATERIAL DAMAGE
THAT HAS NOT BEEN REPAIRED IN ALL MATERIAL RESPECTS, EXCEPT FOR ONGOING AND
ROUTINE MAINTENANCE AND REPAIR REQUIREMENTS.
TO THE SELLER'S KNOWLEDGE, THERE
IS NO MATERIAL LATENT OR PATENT STRUCTURAL, MECHANICAL OR OTHER SIGNIFICANT
DEFECT, SOIL CONDITION OR DEFICIENCY IN THE IMPROVEMENTS LOCATED ON THE OWNED
REAL PROPERTY.
(B)
LEASED REAL PROPERTY.
SECTION 2.11(B) OF
THE SELLER DISCLOSURE LETTER SETS FORTH A LIST AS OF THE CLOSE OF BUSINESS ON
THE DATE HEREOF OF ALL REAL PROPERTY CURRENTLY LEASED OR SUBLEASED TO OR BY THE
COMPANY OR ANY OF ITS SUBSIDIARIES.
ALL SUCH CURRENT LEASES AND SUBLEASES ARE
VALID, BINDING, ENFORCEABLE AND IN FULL FORCE AND EFFECT, AND THERE IS NOT,
UNDER ANY OF SUCH LEASES OR SUBLEASES, ANY EXISTING MATERIAL DEFAULT OR, TO THE
SELLER'S KNOWLEDGE, ANY EVENT WHICH WITH NOTICE OR LAPSE OF TIME, OR BOTH, WOULD
CONSTITUTE A MATERIAL DEFAULT.
THE SELLER HAS MADE AVAILABLE TO THE PURCHASER
COMPLETE AND ACCURATE COPIES OF SUCH LEASES AND SUBLEASES, EACH AS AMENDED TO
DATE.
(C)
VALID TITLE.
THE COMPANY AND EACH OF ITS
SUBSIDIARIES HAS GOOD AND VALID TITLE TO, OR, IN THE CASE OF LEASED PROPERTIES
AND ASSETS, VALID LEASEHOLD INTERESTS IN, ALL OF ITS TANGIBLE PROPERTIES AND
ASSETS, REAL, PERSONAL AND MIXED, USED OR HELD FOR USE IN ITS BUSINESS, FREE AND
CLEAR OF ANY LIENS, EXCEPT (I) LIENS IMPOSED BY LAW IN RESPECT OF OBLIGATIONS
NOT YET DUE WHICH ARE OWED IN RESPECT OF TAXES, (II) MECHANIC'S AND MATERIAL
MAN'S LIENS INCURRED IN THE ORDINARY COURSE OF BUSINESS, AND (III) LIENS WHICH
ARE NOT MATERIAL IN CHARACTER, AMOUNT OR EXTENT, AND WHICH DO NOT MATERIALLY
DETRACT FROM THE VALUE, OR MATERIALLY INTERFERE WITH THE PRESENT USE, OF THE
PROPERTY SUBJECT THERETO OR AFFECTED THEREBY.
(D)
SUFFICIENCY OF ASSETS.
THE PROPERTIES AND
ASSETS NOW OWNED, LICENSED OR LEASED BY THE COMPANY AND ITS SUBSIDIARIES ARE
SUFFICIENT TO CARRY ON THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES AS
PRESENTLY CONDUCTED.
18
2.12
ENVIRONMENTAL MATTERS.
(A)
ENVIRONMENTAL LAWS.
EXCEPT AS WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT ON THE COMPANY, (I) NEITHER THE COMPANY NOR ITS SUBSIDIARIES IS
SUBJECT TO ANY ACTION, CLAIM, SUIT, PROCEEDING, OR INVESTIGATION ALLEGING THE
VIOLATION OF, OR LIABILITY UNDER, ANY LAW (INCLUDING COMMON LAW), STATUTE,
ORDINANCE, REGULATION, ORDER OR SIMILAR REQUIREMENT OF ANY GOVERNMENTAL ENTITY
OR OTHER REQUIREMENT OF LAW REGULATING, RELATING TO OR IMPOSING LIABILITY OR
STANDARDS OF CONDUCT CONCERNING PROTECTION OF HUMAN HEALTH OR THE ENVIRONMENT,
INCLUDING ANY OF THE FOREGOING TO THE EXTENT SUCH MATTERS ARE ADDRESSED IN ANY
PRODUCT SAFETY OR WORKER HEALTH OR SAFETY LAWS INCLUDING THE OCCUPATIONAL SAFETY
AND HEALTH ACT OF 1970 AND ANY SIMILAR STATE