TO THE REAL PROPERTY LEASE:
(I)
NO PARTY TO THE LEASE HAS REPUDIATED ANY PROVISION THEREOF;
(II)
THERE ARE NO MATERIAL DISPUTES, ORAL AGREEMENTS, OR FORBEARANCE
PROGRAMS IN EFFECT AS TO THE LEASE;
(III)
THE SELLER HAS NOT SUBLEASED, LICENSED, ASSIGNED, TRANSFERRED,
CONVEYED, MORTGAGED, DEEDED IN TRUST, OR ENCUMBERED ANY INTEREST IN THE
LEASEHOLD;
(IV)
THE SELLER IS CURRENT ON THE MONTHLY RENT AND ALL OTHER CHARGES
DUE UNDER SUCH LEASES;
(V)
TO THE SELLER'S KNOWLEDGE, ALL FACILITIES LEASED HAVE RECEIVED ALL
REQUIRED APPROVALS OF GOVERNMENTAL ENTITIES (INCLUDING LICENSES AND PERMITS)
REQUIRED IN CONNECTION WITH THE OPERATION THEREOF AS CURRENTLY OPERATED BY THE
SELLER, AND TO THE SELLER'S KNOWLEDGE HAVE BEEN OPERATED AND MAINTAINED IN
ACCORDANCE WITH APPLICABLE LAWS; AND
(VI)
ALL FACILITIES LEASED ARE SUPPLIED WITH UTILITIES AND OTHER
SERVICES NECESSARY FOR THE OPERATION OF SAID FACILITIES AS CURRENTLY OPERATED BY
THE SELLER.
(C)
WITH RESPECT TO THE LEASED REAL PROPERTY: (I) TO SELLER'S
KNOWLEDGE, THE CURRENT USE OF SUCH PROPERTY AND THE OPERATION OF THE BUSINESS
AND THE ACQUIRED ASSETS DOES NOT VIOLATE ANY INSTRUMENT OF RECORD OR CONTRACT
AFFECTING SUCH PROPERTY OR ANY APPLICABLE LAW IN ANY MATERIAL RESPECT (WITHOUT
ANY FINES OR MONETARY LIABILITIES ATTACHED); (II) ALL BUILDINGS, STRUCTURES AND
OTHER IMPROVEMENTS LOCATED ON SUCH PROPERTY, INCLUDING ALL MATERIAL COMPONENTS
THEREOF, ARE, TO THE SELLER'S KNOWLEDGE, STRUCTURALLY SOUND, IN GOOD OPERATING
CONDITION AND REPAIR, SUBJECT ONLY TO THE PROVISION OF USUAL AND CUSTOMARY
MAINTENANCE PROVIDED IN THE ORDINARY COURSE WITH RESPECT TO BUILDINGS,
STRUCTURES AND IMPROVEMENTS OF LIKE AGE AND CONSTRUCTION AND ALL WATER, GAS,
ELECTRICAL, STEAM, COMPRESSED AIR, TELECOMMUNICATION, SANITARY AND STORM SEWAGE
LINES AND OTHER UTILITIES AND SYSTEMS SERVING SUCH PROPERTY ARE SUFFICIENT TO
ENABLE THE CONTINUED OPERATION OF SUCH PROPERTY AS IT IS NOW OPERATED IN
CONNECTION WITH THE CONDUCT OF THE BUSINESS AND THE ACQUIRED ASSETS; (III)
EXCEPT FOR THE REAL PROPERTY LEASE, THERE
15
ARE, TO THE SELLER'S KNOWLEDGE, NO LEASES, SUBLEASES, LICENSES, CONCESSIONS OR
OTHER CONTRACTS, WRITTEN OR ORAL, GRANTING TO ANY PARTY OR PARTIES THE RIGHT OF
USE OR OCCUPANCY OF ANY PORTION OF THE PARCEL OF SUCH PROPERTY EXCEPT IN FAVOR
OF THE SELLER; AND (IV) THERE ARE, TO THE SELLER'S KNOWLEDGE, NO PARTIES (OTHER
THAN THE SELLER) IN POSSESSION OF THE LEASED REAL PROPERTY.
3.12
LITIGATION.
EXCEPT AS SET FORTH ON SCHEDULE 3.12, THERE IS NO
LEGAL PROCEEDING TO WHICH THE SELLER OR ANY OF THE ACQUIRED ASSETS, OR THE
OFFICERS, DIRECTORS OR EMPLOYEES OF THE SELLER (IN THEIR CAPACITIES AS SUCH) IS
A PARTY AND, TO THE SELLER'S KNOWLEDGE, NO SUCH LEGAL PROCEEDING IS THREATENED
AND, TO THE SELLER'S KNOWLEDGE, THERE IS NO BASIS FOR ANY SUCH LEGAL
PROCEEDING.
THERE IS NO LEGAL PROCEEDING PENDING OR, TO THE SELLER'S KNOWLEDGE,
THREATENED AGAINST THE SELLER OR THE OWNER WHICH QUESTIONS OR CHALLENGES THE
VALIDITY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR WHICH
COULD RESULT IN A MATERIAL ADVERSE CHANGE.
WITH RESPECT TO ALL LEGAL
PROCEEDINGS SET FORTH ON SCHEDULE 3.12, THE SELLER IS THE