OR PLANNED TO BE
INSTITUTED WITH RESPECT TO ALL OR ANY PORTION OF ANY LEASED REAL PROPERTY.
(I)
EXCEPT AS DISCLOSED ON SCHEDULE 3.11(I), (I) NO COMPANY HAS RECEIVED
WRITTEN NOTICE FROM ANY (A) GOVERNMENTAL ENTITY THAT ANY OF THE LEASED REAL
PROPERTY IS IN VIOLATION OF ANY OCCUPATIONAL SAFETY AND HEALTH LAW OR ANY OTHER
LAW, OR (B) THIRD PARTY THAT THE LEASED REAL PROPERTY IS IN VIOLATION OF ANY
RECIPROCAL EASEMENT, DEVELOPMENT OR SIMILAR AGREEMENT AFFECTING SUCH REAL
PROPERTY; AND (II) TO SELLERS' KNOWLEDGE, NO SUCH VIOLATIONS DESCRIBED IN CLAUSE
(I) ABOVE EXIST.
THE USE BEING MADE OF ALL LEASED REAL PROPERTY IS IN
CONFORMITY IN ALL MATERIAL RESPECTS WITH THE LAWS PERTAINING TO ZONING AND
BUILDING AND THE RELATED CERTIFICATE OF OCCUPANCY AND/OR SUCH OTHER PERMITS,
LICENSES, VARIANCES AND CERTIFICATES FOR SUCH LEASED REAL PROPERTY AND ANY OTHER
RECIPROCAL EASEMENT, DEVELOPMENT OR SIMILAR AGREEMENT, OR RESTRICTIONS,
19
COVENANTS OR CONDITIONS AFFECTING SUCH REAL PROPERTY.
ALL IMPROVEMENTS ON THE
LEASED REAL PROPERTY ARE (I) IN A STATE OF REPAIR THAT IS REASONABLY SUFFICIENT
FOR THE PURPOSES FOR WHICH THEY ARE USED AND (II) IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL APPLICABLE LAWS (INCLUDING THOSE PERTAINING TO ZONING AND
BUILDING).
(J)
NO PERSON OTHER THAN A COMPANY HAS ANY POSSESSORY INTEREST IN ANY LEASED
REAL PROPERTY.
(K)
ALL LEASED REAL PROPERTY HAS ADEQUATE RIGHTS OF ACCESS TO PUBLIC WAYS TO
PERMIT THE LEASED REAL PROPERTY TO BE USED FOR PURPOSES OF A MOTION PICTURE
THEATRE AND IS SERVED BY OPERATING AND REASONABLY ADEQUATE WATER, ELECTRIC,
TELEPHONE, SEWER, AND STORM DRAIN FACILITIES AND OTHER UTILITIES.
TO THE
SELLERS' KNOWLEDGE, ALL RECIPROCAL EASEMENT, DEVELOPMENT AND SIMILAR AGREEMENTS
AFFECTING ANY LEASED REAL PROPERTY ARE IN FULL FORCE AND EFFECT AND NO COMPANY
HAS ASSERTED ANY DEFAULT AGAINST THE OTHER PARTIES THERETO AND HAS NOT RECEIVED
ANY WRITTEN NOTICE OF ANY DEFAULT THEREUNDER.
(L)
NO BUILDING OR STRUCTURE ON ANY LEASED REAL PROPERTY OR ANY APPURTENANCE
THERETO OR EQUIPMENT THEREON, OR THE USE, OPERATION OR MAINTENANCE THEREOF,
VIOLATES ANY RESTRICTIVE COVENANT OR ENCROACHES ON ANY EASEMENT OR ON ANY
PROPERTY OWNED BY OTHERS, WHICH VIOLATION OR ENCROACHMENT MATERIALLY INTERFERES
WITH THE USE OR COULD MATERIALLY ADVERSELY AFFECT THE VALUE OF SUCH BUILDING,
STRUCTURE OR APPURTENANCE AND WHICH VIOLATION OR ENCROACHMENT IS NECESSARY FOR
THE OPERATION OF THE BUSINESS AT ANY LEASED REAL PROPERTY.
(M)
TO SELLERS' KNOWLEDGE, EACH THEATRE LOCATED ON THE LEASED REAL PROPERTY HAS
ADEQUATE AVAILABLE PARKING TO MEET LEGAL REQUIREMENTS (AFTER TAKING INTO ACCOUNT
RECIPROCAL EASEMENTS AND OTHER EASEMENTS ON NEARBY OR ADJOINING LAND).
(N)
EXCEPT AS SET FORTH ON SCHEDULE 3.9, 3.11(B) OR 3.11(G), NEITHER ANY
COMPANY, NOR TO THE SELLERS' KNOWLEDGE, ANY OTHER PERSON WHICH IS A PARTY TO OR
IS BOUND BY ANY RECIPROCAL EASEMENT, DEVELOPMENT OR SIMILAR AGREEMENT THAT IS
MATERIAL TO ANY LEASED REAL PROPERTY, OR IS PRESENTLY IN DEFAULT OF BREACH IN
ANY MATERIAL RESPECT OF ANY OBLIGATION UNDER ANY SUCH RECIPROCAL EASEMENT,
DEVELOPMENT OR SIMILAR AGREEMENT.
SECTION 3.12.
Employees; Labor Relations.