OF INDIANA, WITH FULL CORPORATE POWER AND AUTHORITY TO CONDUCT ITS
BUSINESS AS PRESENTLY CONDUCTED, TO OWN OR USE THE PROPERTIES AND ASSETS THAT IT
PURPORTS TO OWN OR USE AND TO PERFORM ALL ITS OBLIGATION UNDER THIS AGREEMENT.
INDIANA IS THE ONLY STATE OR OTHER JURISDICTION IN WHICH EITHER THE OWNERSHIP OR
USE OF THE PROPERTIES OWNED OR USED BY IT, OR THE NATURE OF THE ACTIVITIES
CONDUCTED BY IT, REQUIRES SELLER TO BE QUALIFIED TO DO BUSINESS AS A CORPORATION
(FOREIGN OR DOMESTIC).
SECTION 3.1(A) OF THE DISCLOSURE SCHEDULE CONTAINS A
COMPLETE AND ACCURATE LIST OF ALL STATES OR OTHER JURISDICTIONS IN WHICH SELLER
IS QUALIFIED TO DO BUSINESS AS A FOREIGN CORPORATION. EXCEPT AS SET FORTH IN
SECTION 3.1(B) OF THE DISCLOSURE SCHEDULE, SELLER CURRENTLY HAS NO, AND HAS
NEVER HAD, ANY SUBSIDIARIES.
3.2
AUTHORIZATION.
SELLER HAS ALL NECESSARY CORPORATE POWER AND
AUTHORITY TO ENTER INTO THIS AGREEMENT AND THE ANCILLARY AGREEMENTS TO WHICH IT
IS A PARTY AND HAS TAKEN ALL CORPORATE ACTION NECESSARY TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND TO PERFORM ITS OBLIGATIONS
HEREUNDER AND THEREUNDER, SUBJECT TO REQUISITE BANKRUPTCY COURT APPROVAL.
THIS
AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY SELLER, AND SUBJECT TO
REQUISITE BANKRUPTCY COURT APPROVAL, THIS AGREEMENT IS, AND UPON EXECUTION AND
DELIVERY THEREOF EACH ANCILLARY AGREEMENT WILL BE, A VALID AND BINDING
OBLIGATION OF SELLER, ENFORCEABLE AGAINST SELLER IN ACCORDANCE WITH ITS TERMS,
EXCEPT THAT ENFORCEABILITY MAY BE LIMITED BY THE EFFECT OF (A) BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS RELATING TO OR
AFFECTING THE RIGHTS OF CREDITORS OR (B) GENERAL PRINCIPLES OF EQUITY
(REGARDLESS OF WHETHER ENFORCEABILITY IS CONSIDERED IN A PROCEEDING AT LAW OR IN
EQUITY).
3.3
REAL PROPERTY.
(A)
EACH FACILITY IS IN SUCH OPERATING CONDITION AND REPAIR, SUBJECT
TO NORMAL WEAR AND TEAR, AS IS NECESSARY FOR THE CONDUCT OF THE BUSINESS IN
MATERIAL COMPLIANCE WITH APPLICABLE LEGAL REQUIREMENTS.
(B)
SELLER HAS NO OWNED REAL PROPERTY.
THE STORE / HEADQUARTERS AND
THE DISTRIBUTION CENTER ARE THE ONLY FACILITIES OF SELLER, BOTH OF WHICH ARE
LEASED BY SELLER.
SELLER HAS DELIVERED A TRUE AND CORRECT COPY OF THE LEASES
FOR THE STORE / HEADQUARTERS AND THE DISTRIBUTION CENTER (THE "FACILITIES
LEASES") TO PURCHASER.
THE FACILITIES LEASES CONSTITUTE ALL LEASES, SUBLEASES
OR OTHER
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OCCUPANCY AGREEMENTS PURSUANT TO WHICH SELLER OCCUPIES OR USES THE FACILITIES.
SECTION 3.3 OF THE DISCLOSURE SCHEDULE SETS FORTH A TRUE, CORRECT AND COMPLETE
LIST OF EACH PARCEL OF REAL PROPERTY LEASED, SUBLEASED OR OCCUPIED BY SELLER IN
THE OPERATION OF THE BUSINESS (THE "LEASED REAL PROPERTY").
THE LEASED REAL
PROPERTY CONSTITUTES ALL OF THE REAL PROPERTY LEASED, SUBLEASED OR OCCUPIED BY
SELLER AS OF THE DATE HEREOF IN THE OPERATION OF THE STORE / HEADQUARTERS AND
THE DISTRIBUTION CENTER.
3.4
PERSONAL PROPERTY.
(A)
SELLER OWNS OR LEASES ALL TRANSFERRED ASSETS THAT CONSTITUTE
PERSONAL PROPERTY ("PERSONAL PROPERTY TRANSFERRED ASSETS") NECESSARY FOR THE
CONDUCT OF THE BUSINESS AS PRESENTLY CONDUCTED, AND THE PERSONAL PROPERTY
TRANSFERRED ASSETS ARE IN SUCH