THE LETTERED AND NUMBERED PARAGRAPHS CONTAINED IN
THIS SECTION 3 AND THE OTHER SECTIONS OF THIS AGREEMENT PURSUANT TO WHICH
DISCLOSURE IS MADE OR ITEMS ARE REFERRED TO IN THE DISCLOSURE SCHEDULE.
(A)
ORGANIZATION OF SELLER.
SELLER IS A CORPORATION DULY ORGANIZED,
VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
INCORPORATION, WITH FULL CORPORATE POWER AND AUTHORITY TO CONDUCT ITS BUSINESS
AS NOW BEING CONDUCTED BY IT, TO OWN AND USE THE PROPERTIES IT PURPORTS TO OWN
AND USE, AND TO PERFORM ITS OBLIGATIONS UNDER THE ACQUIRED CONTRACTS.
(B)
AUTHORIZATION OF TRANSACTION.
SELLER HAS FULL CORPORATE POWER AND
AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND THE DOCUMENTS CONTEMPLATED
HEREBY (THE "TRANSACTION DOCUMENTS") AND TO PERFORM ITS OBLIGATIONS THEREUNDER.
THIS AGREEMENT CONSTITUTES, AND THE OTHER TRANSACTION DOCUMENTS WHEN EXECUTED
WILL CONSTITUTE, THE VALID AND LEGALLY BINDING OBLIGATION OF SELLER, ENFORCEABLE
AGAINST IT IN ACCORDANCE WITH ITS TERMS AND CONDITIONS.
THE EXECUTION, DELIVERY
AND PERFORMANCE OF THE TRANSACTION DOCUMENTS HAVE BEEN DULY AUTHORIZED BY
SELLER.
(C)
NON-CONTRAVENTION.
NEITHER THE EXECUTION AND DELIVERY OF THIS
AGREEMENT, NOR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY
(INCLUDING THE ASSIGNMENTS AND ASSUMPTIONS REFERRED TO IN SECTION 2 ABOVE), WILL
(I) VIOLATE ANY CONSTITUTION, STATUTE, REGULATION, RULE, INJUNCTION, JUDGMENT,
ORDER, DECREE, RULING, CHARGE, OR OTHER RESTRICTION OF ANY GOVERNMENT,
GOVERNMENTAL AGENCY, OR COURT TO WHICH SELLER OR THE ACQUIRED ASSETS ARE SUBJECT
OR ANY PROVISION OF THE CHARTER OR BYLAWS OF SELLER OR (II) CONFLICT WITH,
RESULT IN A BREACH OF, CONSTITUTE A DEFAULT UNDER, RESULT IN THE ACCELERATION
OF, CREATE IN ANY PARTY THE RIGHT TO ACCELERATE, TERMINATE, MODIFY, OR CANCEL,
OR REQUIRE ANY NOTICE UNDER ANY AGREEMENT, CONTRACT, LEASE, LICENSE, INSTRUMENT,
OR OTHER ARRANGEMENT TO WHICH SELLER IS A PARTY OR BY WHICH IT IS BOUND OR TO
WHICH ANY OF ITS ASSETS IS SUBJECT (OR RESULT IN THE IMPOSITION OF ANY LIEN UPON
ANY OF ITS ASSETS), EXCEPT (OTHER THAN WITH RESPECT TO ANY ACQUIRED ASSETS)
WHERE THE VIOLATION, CONFLICT, BREACH, DEFAULT, ACCELERATION, TERMINATION,
MODIFICATION, CANCELLATION, FAILURE TO GIVE NOTICE, OR LIEN WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT.
THE SELLER DOES NOT NEED TO GIVE ANY NOTICE TO, MAKE
ANY FILING WITH, OR OBTAIN ANY AUTHORIZATION, CONSENT, OR APPROVAL OF ANY
GOVERNMENT OR GOVERNMENTAL AGENCY IN ORDER FOR THE PARTIES TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING THE ASSIGNMENTS AND
ASSUMPTIONS REFERRED TO IN SECTION 2 ABOVE), EXCEPT WHERE THE FAILURE TO GIVE
NOTICE, TO FILE, OR TO OBTAIN ANY AUTHORIZATION, CONSENT, OR APPROVAL WOULD NOT
HAVE A MATERIAL ADVERSE EFFECT.
(D)
BROKERS' FEES.
SELLER HAS NO LIABILITY OR OBLIGATION TO PAY ANY
FEES OR COMMISSIONS TO ANY BROKER, FINDER, OR AGENT WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT FOR WHICH BUYER COULD BECOME LIABLE
OR OBLIGATED.
(E)
TITLE TO ASSETS.
SELLER HAS GOOD AND MARKETABLE TITLE TO, OR A
VALID LEASEHOLD INTEREST IN, THE ACQUIRED ASSETS, FREE AND CLEAR OF ANY LIENS OR
RESTRICTION ON TRANSFER.
SUBJECT TO THE LEASE CONSENT