MADE OF, THE REAL ESTATE COMPLY IN ALL MATERIAL RESPECTS WITH
APPLICABLE ZONING AND BUILDING CODES, ORDINANCES AND REGULATIONS AND ALL
APPLICABLE FIRE, ENVIRONMENTAL, OCCUPATIONAL SAFETY AND HEALTH STANDARDS AND
SIMILAR STANDARDS ESTABLISHED BY APPLICABLE LAWS AS PRESENTLY IN EFFECT, OTHER
THAN ANY NONCOMPLIANCE WITH ANY SUCH CODES, ORDINANCES, REGULATIONS, STANDARDS
OR LAWS, IF ANY, KNOWN TO SPARHAWK, THE JOINT VENTURE, HUGHES OR BASCOM WHICH
HAVE NOT BEEN COMMUNICATED IN WRITING TO SELLERS.
(3)
THERE ARE NO ACTUAL OR THREATENED REAL
ESTATE TAX INCREASES OR SPECIAL ASSESSMENTS AFFECTING THE REAL ESTATE, OTHER
THAN ANY SUCH INCREASES OR ASSESSMENTS, IF ANY, KNOWN TO SPARHAWK, THE JOINT
VENTURE, HUGHES OR BASCOM WHICH HAVE NOT BEEN COMMUNICATED IN WRITING TO
SELLERS; AND
(4)
THERE ARE NO UNRECORDED OR UNDISCLOSED
LEGAL OR EQUITABLE INTEREST IN THE REAL ESTATE CLAIMED BY ANY OTHER PERSON,
OTHER THAN ANY SUCH INTEREST, IF ANY, KNOWN TO SPARHAWK, THE JOINT VENTURE,
HUGHES OR BASCOM WHICH HAS NOT BEEN COMMUNICATED IN WRITING TO SELLERS.
(H)
EXCEPT FOR THE PERMITTED EXCEPTIONS AND AS
SET FORTH ON THE ATTACHED SCHEDULE 3.1(H), THERE ARE NO AGREEMENTS OR
UNDERSTANDINGS BETWEEN SELLERS AND ANY OTHER PARTY OR PARTIES WHICH DO OR WILL
MATERIALLY AFFECT THE USE, OWNERSHIP, OPERATION OR MANAGEMENT OF THE ASSETS OR
THE REAL ESTATE.
(I)
ALL CONTRACTS, LEASES, LICENSES AND
OTHER AGREEMENTS WITH RESPECT TO THE ASSETS ARE LEGALLY BINDING, IN FULL FORCE
AND EFFECT, AND THERE HAS NOT BEEN ANY MATERIAL DEFAULT THEREUNDER.
THE COPIES
OF SUCH DOCUMENTS WHICH HAVE BEEN PREVIOUSLY DELIVERED TO THE BUYER ARE ACCURATE
AND COMPLETE.
(J)
SELLERS HAVE PAID ALL FEDERAL, STATE,
LOCAL AND FOREIGN INCOME AND OTHER TAXES THAT WERE DUE AND PAYABLE BY ANY SELLER
PRIOR TO THE DATE OF THIS AGREEMENT.
10
(K)
OTHER THAN PURSUANT TO THAT CERTAIN PHASE I
ENVIRONMENTAL SITE ASSESSMENT, DATED NOVEMBER 25, 2003, PERFORMED BY
GEOSYSTEMS/KLEINFELDER, A COPY OF WHICH HAS PREVIOUSLY BEEN PROVIDED TO BUYER,
VET LABS HAS NOT RECEIVED ANY NOTICE, WHETHER WRITTEN OR ORAL, FROM ANY PERSON
THAT VET LABS OR THE REAL ESTATE IS THE SUBJECT OF (I) ANY INVESTIGATION OR
PROCEEDING PERTAINING TO THE PRESENCE OF OR THE RELEASE OF THREATENED RELEASE OF
ANY HAZARDOUS MATERIAL IN VIOLATION OF APPLICABLE ENVIRONMENTAL LAWS, (II) ANY
CLAIM ARISING FROM, BASED ON OR RELATING TO ANY ENVIRONMENTAL CONDITION AT OR
INVOLVING THE REAL ESTATE, OR THE COMPLIANCE OR NONCOMPLIANCE OF THE REAL ESTATE
WITH ANY ENVIRONMENTAL LAWS, OTHER THAN, IN EACH CASE, SUCH NOTICE, IF ANY,
RECEIVED BY SPARHAWK, THE JOINT VENTURE, HUGHES OR BASCOM AND NOT COMMUNICATED
IN WRITING TO VET LABS.
FOR PURPOSES OF THIS AGREEMENT:
(1)
"ENVIRONMENTAL LAWS" SHALL MEAN ANY
PRESENTLY EFFECTIVE FEDERAL, STATE AND LOCAL LAW, REGULATION OR ORDINANCE AND
ANY AMENDMENTS THERETO, PERMITS, DIRECTIVES, AND OTHER REQUIREMENTS OF
GOVERNMENTAL AUTHORITIES RELATING TO THE ENVIRONMENT PUBLIC HEALTH, SAFETY
(INCLUDING WITHOUT LIMITATION THE COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION AND LIABILITY ACT, 42 U.S.C. §§ 9601 TO 9675), OR TO ANY HAZARDOUS
MATERIAL.
(2)
"HAZARDOUS MATERIAL" SHALL MEAN ANY
SUBSTANCE OR MATERIAL REGULATED