TO, AND, TO
THE KNOWLEDGE OF SELLER, NONE OF THE LEASED REAL PROPERTIES IS SUBJECT TO, ANY
SUBLEASE, LICENSES, OCCUPANCY AGREEMENTS, OPTIONS, RIGHTS, CONCESSIONS OR OTHER
AGREEMENTS GRANTING, OR AGREEING TO GRANT, TO ANY THIRD PARTY OR THIRD PARTIES
THE RIGHT OF USE OR OCCUPANCY OF ANY LEASED REAL PROPERTY, OR ANY PORTION
THEREOF AND THERE IS NO THIRD PARTY IN POSSESSION OF ANY LEASED REAL PROPERTY.
(C)
SUFFICIENCY.
EXCEPT AS SET FORTH ON SCHEDULE 3.6(C), THE OWNED
REAL PROPERTIES AND THE LEASED REAL PROPERTIES COMPRISE ALL OF THE REAL PROPERTY
USED IN THE PURCHASED BUSINESS.
14
(D)
REAL PROPERTY LEASES.
EXCEPT AS SET FORTH ON SCHEDULE 3.6(D),
NONE OF THE REAL PROPERTY LEASES HAS BEEN, IN ANY MATERIAL RESPECT, MODIFIED,
AMENDED, RENEWED OR EXTENDED AND EACH OF THE REAL PROPERTY LEASES IS IN FULL
FORCE AND EFFECT.
SELLER AND EACH SUBSIDIARY HAS PAID ALL RENT AND OTHER
CHARGES DUE AND COMPLIED, IN ALL MATERIAL RESPECTS, WITH ALL OF ITS RESPECTIVE
OBLIGATIONS UNDER THE REAL PROPERTY LEASES.
SELLER HAS DELIVERED TO BUYER TRUE,
CORRECT AND COMPLETE COPIES OF THE REAL PROPERTY LEASES, INCLUDING ALL
AMENDMENTS, MODIFICATIONS, NOTICES OR MEMORANDA OF LEASE THERETO, AND ALL
ESTOPPEL CERTIFICATES, AND SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENTS RELATED THERETO.
(E)
REAL PROPERTY RIGHTS, UTILITIES.
SELLER AND ITS SUBSIDIARIES HAVE
SUFFICIENT RIGHTS OF PHYSICAL AND LEGAL INGRESS AND EGRESS TO AND FROM THE OWNED
REAL PROPERTY AND THE LEASED REAL PROPERTY TO THE EXTENT REQUIRED TO OPERATE THE
FACILITIES USED IN THE PURCHASED BUSINESS LOCATED ON SUCH REAL PROPERTY AS
CURRENTLY OPERATED, AND TO THE KNOWLEDGE OF SELLER NO CONDITIONS EXIST THAT
WOULD REASONABLY BE EXPECTED TO RESULT IN THE TERMINATION OF SUCH RIGHTS OF
INGRESS AND EGRESS.
EACH FACILITY IS SUPPLIED WITH UTILITIES AND OTHER SERVICES
(INCLUDING GAS, ELECTRICITY, WATER (INCLUDING WELL WATER IF APPLICABLE),
DRAINAGE, SANITARY SEWER OR SEPTIC SYSTEMS, STORM SEWER, FIRE PROTECTION AND
TELEPHONE) NECESSARY FOR THE OPERATION OF SUCH FACILITY AS THE SAME IS CURRENTLY
OPERATED.
(F)
ACTIONS.
EXCEPT AS SET FORTH IN SCHEDULE 3.6(F) AND EXCEPT FOR
THE PERMITTED ENCUMBRANCES, THERE ARE NO PENDING, NOR, TO THE KNOWLEDGE OF
SELLER, THREATENED, CONDEMNATION, FIRE, HEALTH, SAFETY, BUILDING, ZONING OR
OTHER LAND USE REGULATORY PROCEEDINGS OR OTHER PROCEEDINGS RELATING TO ANY
PORTION OF THE FACILITIES, NOR HAS SELLER RECEIVED WRITTEN NOTICE OF ANY PENDING
OR THREATENED SPECIAL ASSESSMENT PROCEEDINGS WITH RESPECT TO THE FACILITIES.
(G)
IMPROVEMENTS, FIXTURES AND EQUIPMENT.
EXCEPT AS SET FORTH ON
SCHEDULE 3.6(G), THE IMPROVEMENTS CONSTRUCTED ON THE FACILITIES, INCLUDING
WITHOUT LIMITATION ALL LEASEHOLD IMPROVEMENTS, AND ALL TANGIBLE PERSONAL
PROPERTY AND OTHER TANGIBLE ASSETS OWNED, LEASED OR USED BY SELLER AND/OR ITS
SUBSIDIARIES AT SUCH FACILITIES, TO THE EXTENT SUCH IMPROVEMENTS CONSTITUTE
PURCHASED ASSETS, ARE: (I) TO THE KNOWLEDGE OF SELLER, INSURED TO THE EXTENT AND
IN A MANNER CUSTOMARY IN THE INDUSTRY OF WHICH THE PURCHASED BUSINESS IS A PART
AND (II) TO THE KNOWLEDGE OF SELLER, STRUCTURALLY SOUND AND FREE FROM DEFECTS
(WHETHER PATENT OR LATENT) DEFECTS, (III) IN GOOD OPERATING CONDITION AND
REPAIR, SUBJECT TO