THE SELLERS IN
CONNECTION WITH THE BUSINESS AND ALL EASEMENTS, RIGHTS AND APPURTENANCES THERETO
(COLLECTIVELY, THE "OWNED REAL PROPERTY").
EXCEPT AS SET FORTH ON
SCHEDULE 5.1.14(B), SELLERS HAVE GOOD AND INDEFEASIBLE TITLE TO ALL OWNED REAL
PROPERTY.
NONE OF THE OWNED REAL PROPERTY IS LOCATED WITHIN AN AREA THAT HAS
BEEN DESIGNATED BY THE FEDERAL INSURANCE ADMINISTRATION, THE ARMY CORPS OF
ENGINEERS, OR ANY OTHER GOVERNMENTAL AGENCY OR BODY AS BEING SUBJECT TO SPECIAL
FLOODING HAZARDS. NEITHER THE OWNED REAL PROPERTY, NOR ANY PORTION THEREOF, IS
CLASSIFIED AS "WETLANDS" AS DEFINED IN THE CLEAN WATER ACT (33 U.S.C. §1251 ET
SEQ.), AS AMENDED, AND RELATED REGULATIONS, AS AMENDED, AND SUBJECT TO FEDERAL
REGULATION THEREUNDER OR SIMILAR STATE LAWS AND REGULATIONS. THE IMPROVEMENTS ON
THE OWNED REAL PROPERTY (I) HAVE BEEN CONSTRUCTED IN A GOOD AND WORKMANLIKE
MANNER, FREE FROM DEFECTS IN WORKMANSHIP AND MATERIAL AND, TO ANY OF THE
SELLERS' KNOWLEDGE, DO NOT REQUIRE ANY REPAIR OR REPLACEMENT OTHER THAN MINOR,
ROUTINE MAINTENANCE; AND (II) HAVE BEEN CONSTRUCTED AND ARE BEING OCCUPIED,
MAINTAINED, AND OPERATED IN COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS,
INSURANCE REQUIREMENTS, CONTRACTS, LEASES, PERMITS, LICENSES, ORDINANCES,
RESTRICTIONS, BUILDING SETBACK LINES, COVENANTS, RESERVATIONS, AND EASEMENTS,
AND NONE OF THE SELLERS HAVE RECEIVED ANY NOTICE, WRITTEN OR ORAL, CLAIMING ANY
VIOLATION OF ANY OF THE SAME OR REQUESTING OR REQUIRING THE PERFORMANCE OF ANY
REPAIRS, ALTERATIONS, OR OTHER WORK IN ORDER
21
TO SO COMPLY. EXCEPT FOR THE LEASE AGREEMENT, NONE OF THE SELLERS IS A LANDLORD
WITH RESPECT TO ANY OF THE OWNED REAL PROPERTY. EXCEPT AS SET FORTH ON
SCHEDULE 5.1.14(B), FOLLOWING THE DATE HEREOF THE PURCHASER WILL BE THE ONLY
PERSON WITH THE RIGHT TO POSSESSION AND USE OF THE OWNED REAL PROPERTY, SUBJECT
TO THE TERMS OF THE LEASE AGREEMENT. THE CURRENT ZONING CLASSIFICATION OF THE
OWNED REAL PROPERTY, IF ANY, PERMITS THE CONSTRUCTION, MAINTENANCE AND OPERATION
OF THE IMPROVEMENTS THEREON AND THE BUSINESS CURRENTLY BEING OPERATED ON THE
OWNED REAL PROPERTY; THE IMPROVEMENTS THEREON HAVE BEEN CONSTRUCTED AND ARE
BEING OCCUPIED AND MAINTAINED IN COMPLIANCE THEREWITH; AND THERE ARE NO
PROCEEDINGS PENDING OR CONTEMPLATED TO ALTER SUCH ZONING CLASSIFICATION. EACH
ITEM OF OWNED REAL PROPERTY HAS ADEQUATE UTILITIES (HEREINAFTER DEFINED) OF A
CAPACITY AND CONDITION TO SERVE ADEQUATELY SUCH OWNED REAL PROPERTY (WITH DUE
REGARD FOR THE USE TO WHICH SUCH OWNED REAL PROPERTY IS PRESENTLY BEING PUT).
NONE OF THE SELLERS HAVE KNOWLEDGE OF ANY FACT OR CONDITION WHICH WOULD RESULT
IN THE TERMINATION OF THE CURRENT ACCESS TO OR FROM THE OWNED REAL PROPERTY TO
ANY PRESENTLY EXISTING HIGHWAYS, ROADS, AND RIGHTS-OF-WAY ON OR ADJOINING THE
OWNED REAL PROPERTY. THERE ARE NO OBLIGATIONS IN CONNECTION WITH THE OWNED REAL
PROPERTY OR ANY SO CALLED "RECAPTURE AGREEMENT" INVOLVING REFUND FOR SEWER
EXTENSION, OVERSIZING UTILITY LINES, LIGHTING OR SIMILAR EXPENSES OR CHARGES FOR
WORK OR SERVICES DONE UPON OR RELATING TO THE OWNED REAL PROPERTY WHICH WILL
BIND PURCHASER OR THE OWNED REAL PROPERTY FROM AND AFTER THE DATE HEREOF. FINAL
CERTIFICATES OF