IN COMPLIANCE, IN ALL MATERIAL RESPECTS, WITH ALL
APPLICABLE BUILDING, ZONING, SUBDIVISION, AND LAND USE LAWS AFFECTING SUCH
PARCEL; AND
(III)
THERE ARE NO OUTSTANDING OPTIONS OR RIGHTS OF FIRST REFUSAL TO
PURCHASE ANY PARCEL OR ANY PORTION THEREOF OR INTEREST THEREIN.
(B)
EXCEPT AS SET FORTH IN SECTION 4.11(B) OF THE COMPANY DISCLOSURE
SCHEDULE, THE COMPANY DOES NOT LEASE ANY REAL PROPERTY AS A TENANT.
SECTION 4.11(B) OF THE COMPANY DISCLOSURE SCHEDULE LISTS ALL REAL PROPERTY
LEASED BY THE COMPANY AS A LANDLORD PURSUANT TO A REAL PROPERTY LEASE (EACH, A
"LEASE"). WITH RESPECT TO EACH LEASE, AND EXCEPT AS DISCLOSED IN
SECTION 4.11(B) OF THE COMPANY DISCLOSURE SCHEDULE: (I) NEITHER THE COMPANY NOR,
TO THE KNOWLEDGE OF THE COMPANY, ANY OTHER PARTY TO SUCH LEASE OR ANY SUBLEASE,
IS IN MATERIAL BREACH OR DEFAULT AND (II) EACH LEASE IS THE LEGAL, VALID AND
BINDING OBLIGATION OF THE COMPANY AND, TO THE KNOWLEDGE OF THE COMPANY, EACH
OTHER PARTY THEREUNDER AND ENFORCEABLE AGAINST THE COMPANY AND, TO THE KNOWLEDGE
OF THE COMPANY, SUCH OTHER PARTY IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH
ENFORCEABILITY MAY BE LIMITED BY (Y) APPLICABLE INSOLVENCY, BANKRUPTCY,
REORGANIZATION, MORATORIUM, OR OTHER SIMILAR LAWS AFFECTING CREDITORS' RIGHTS
GENERALLY AND (Z) APPLICABLE EQUITABLE PRINCIPLES (WHETHER CONSIDERED IN A
PROCEEDING AT LAW OR IN EQUITY).
(C)
EXCEPT AS SET FORTH IN SECTION 4.11(C) OF THE COMPANY DISCLOSURE
SCHEDULE, THE REAL PROPERTY CONSTITUTES ALL THE INTERESTS IN REAL PROPERTY
OWNED, LEASED, USED OR HELD FOR USE BY THE COMPANY IN CONNECTION WITH, OR THAT
ARE NECESSARY FOR, OR OTHERWISE MATERIAL TO, THE CONDUCT OF THE BUSINESS AS
PRESENTLY CONDUCTED.
(D)
EXCEPT AS SET FORTH IN SECTION 4.11(D) OF THE COMPANY DISCLOSURE
SCHEDULE (I) THE COMPANY HAS NOT RECEIVED WRITTEN NOTICE OF ANY OUTSTANDING,
PENDING, OR THREATENED CONDEMNATION PROCEEDINGS RELATING TO ANY REAL PROPERTY,
AND (II) THERE ARE NO PARTIES (OTHER THAN THE COMPANY) IN POSSESSION OF ANY
OWNED REAL PROPERTY, OTHER THAN TENANTS UNDER ANY ORAL OR WRITTEN LEASES OR
SUBLEASES WHO ARE IN POSSESSION OF SPACE TO WHICH THEY ARE ENTITLED.
(E)
PRIOR TO THE DATE HEREOF, COMPANY HAS DELIVERED, OR CAUSED TO BE
DELIVERED, TO PURCHASER COPIES (FOR REVIEW AT COMPANY'S OFFICES AND/OR FOR
REVIEW OFF SITE) OF ALL LEASES, DEEDS, MORTGAGES, SURVEYS, LICENSES, LEASES,
TITLE INSURANCE POLICIES, IF ANY, AND CERTIFICATES OF OCCUPANCY OR EQUIVALENT
DOCUMENTATION WITH RESPECT TO THE REAL PROPERTY IN THE POSSESSION OR CONTROL OF
THE COMPANY.
4.12
LITIGATION.
EXCEPT AS SET FORTH IN SECTION 4.12 OF THE COMPANY
DISCLOSURE SCHEDULE, THERE IS NO ACTION OR PROCEEDING PENDING OR, TO THE
KNOWLEDGE OF THE COMPANY, THREATENED AGAINST THE COMPANY AND THERE IS NO ORDER
TO WHICH THE COMPANY IS SUBJECT WHICH WOULD RESULT IN A COMPANY MATERIAL ADVERSE
CHANGE.
4.13
LABOR RELATIONS.
THE COMPANY HAS COMPLIED IN ALL MATERIAL RESPECTS
WITH ALL APPLICABLE LAWS RELATING TO EMPLOYMENT PRACTICES.
(A)
THE COMPANY IS NOT A PARTY TO OR BOUND BY, AND HAS NEVER BEEN A
PARTY TO OR BOUND BY, ANY COLLECTIVE