OR OTHER DEFECTS IN THE
BUILDINGS LOCATED ON THE REAL PROPERTY, AND THE ROOFS OF THE BUILDINGS LOCATED
ON THE REAL PROPERTY ARE FREE FROM LEAKS AND IN GOOD CONDITION, EXCEPT FOR SUCH
DEFECTS OR LEAKS AS COULD NOT REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN
THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
(I)
ALL AMOUNTS OWING TO ANY ARCHITECT,
CONTRACTOR, SUBCONTRACTOR OR MATERIALMAN FOR LABOR OR MATERIALS PERFORMED,
RENDERED OR SUPPLIED TO OR IN CONNECTION WITH THE REAL PROPERTY HAVE BEEN OR
SHALL HAVE BEEN PAID PRIOR TO CLOSING.
Section 3.08
Title to Purchased Assets; Liens.
Sellers have good and valid title to or valid leasehold interests in all of the
Purchased Assets, free and clear of any and all Liens (other than Permitted
Liens and Liens that will be discharged by Sellers on or prior to the Closing
Date).
At the Closing, all of the Purchased Assets shall be transferred to
Buyer free and clear of any and all Liens (other than Permitted Liens).
Section 3.09
Sufficiency of Assets.
Other then the
Excluded Assets, the Purchased Assets constitute all of the property and assets
used or held for use in the Business and constitute all of the assets and
properties necessary for the continued operation of the Business as currently
conducted.
SECTION 3.10
FINANCIAL INFORMATION
(A)
TRUE AND COMPLETE COPIES OF THE BALANCE
SHEETS AS AT DECEMBER 31, 2002 AND 2003 AND AS AT OCTOBER 31, 2004 FOR THE
STATION (THE OCTOBER 31, 2004 BALANCE SHEET OF THE STATION IS REFERRED TO HEREIN
AS THE "REFERENCE BALANCE SHEET") AND THE RELATED STATEMENTS OF INCOME FOR EACH
OF THE YEARS ENDED DECEMBER 31, 2002 AND 2003 AND IN THE PERIOD ENDED
OCTOBER 31, 2004 ARE ATTACHED AS DISCLOSURE SCHEDULE SECTION 3.10(A)
(COLLECTIVELY, THE "REFERENCE FINANCIAL STATEMENTS").
(B)
THE REFERENCE FINANCIAL STATEMENTS (A) ARE
IN ACCORDANCE WITH THE BOOKS AND RECORDS OF THE STATION, (B) HAVE BEEN PREPARED
IN ACCORDANCE WITH GAAP (IT BEING UNDERSTOOD THAT THE REFERENCE FINANCIAL
STATEMENTS DO NOT CONTAIN FOOTNOTES AND ARE SUBJECT TO NORMAL YEAR-END
ADJUSTMENTS) EXCEPT AS SET FORTH ON DISCLOSURE SCHEDULE SECTION 3.10(B)(1), (C)
FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL CONDITION OF THE STATION
AS AT THE DATES INDICATED AND THE RESULTS OF ITS OPERATIONS AND CASH FLOWS FOR
THE PERIODS THEN ENDED AND (D) DO NOT REFLECT ANY (I) UNUSUAL OR INFREQUENTLY
OCCURRING ITEMS OR (II) RELATED PARTY TRANSACTIONS, IN EACH CASE, EXCEPT AS SET
FORTH ON DISCLOSURE SCHEDULE SECTION 3.10(B)(2).
(C)
THE BOOKS AND RECORDS OF THE STATION (A)
REFLECT ALL ITEMS OF INCOME AND EXPENSE AND ALL ASSETS AND LIABILITIES REQUIRED
TO BE REFLECTED THEREIN IN ACCORDANCE WITH GAAP EXCEPT AS SET FORTH ON
DISCLOSURE SCHEDULE SECTION 3.10(B)(I)
AND (B) ARE IN ALL MATERIAL RESPECTS
COMPLETE AND CORRECT.
(D)
A TRUE AND COMPLETE COPY OF THE 2004 MONTHLY
OPERATING BUDGET IS ATTACHED HERETO AS DISCLOSURE SCHEDULE SECTION 3.10(D).
SECTION 3.11
ABSENCE OF CERTAIN CHANGES OR EVENTS
(A)
EXCEPT AS DISCLOSED IN DISCLOSURE
SCHEDULE SECTION 3.11(A), SINCE THE BALANCE