BEING OWNED BY THE CORPORATIONS IN
THEIR FINANCIAL BOOKS AND RECORDS.
THE CORPORATIONS HAVE LEGAL AND BENEFICIAL
OWNERSHIP OF THE ASSETS FREE AND CLEAR OF ALL LIENS, EXCEPT FOR PERMITTED LIENS.
(Q)
NO OPTIONS, ETC.
NO PERSON HAS ANY WRITTEN
OR ORAL AGREEMENT, OPTION, UNDERSTANDING OR COMMITMENT, OR ANY RIGHT OR
PRIVILEGE CAPABLE OF BECOMING SUCH FOR THE PURCHASE OR OTHER ACQUISITION FROM
EITHER OF THE CORPORATIONS OF ANY OF THE ASSETS, OTHER THAN PURSUANT TO PURCHASE
ORDERS FOR INVENTORY SOLD IN THE ORDINARY COURSE.
(R)
CONDITION OF TANGIBLE ASSETS.
THE
BUILDINGS, PLANTS, STRUCTURES, EQUIPMENT AND OTHER TANGIBLE PROPERTY OWNED OR
LEASED BY EITHER OF THE CORPORATIONS ARE STRUCTURALLY SOUND, IN GOOD OPERATING
CONDITION AND REPAIR HAVING REGARD TO THEIR USE AND AGE AND ARE ADEQUATE AND
SUITABLE FOR THE USES TO WHICH THEY ARE BEING PUT.
NONE OF SUCH BUILDINGS,
PLANTS, STRUCTURES, EQUIPMENT OR OTHER PROPERTY ARE IN NEED OF MAINTENANCE OR
REPAIRS, EXCEPT FOR ORDINARY ROUTINE MAINTENANCE AND REPAIRS THAT ARE NOT
MATERIAL IN NATURE OR COST, AND EXCEPT FOR MACHINERY AND EQUIPMENT SAFETY
CHANGES SET OUT IN THE WORKERS COMPENSATION BOARD REPORT NUMBER 2001128680233.
(S)
LEASED PROPERTY.
NEITHER OF THE
CORPORATIONS IS THE LESSEE OF, OR SUBJECT TO ANY AGREEMENT OR OPTION TO OWN OR
LEASE, ANY REAL PROPERTY OR ANY INTEREST IN ANY REAL PROPERTY, OTHER THAN THE
LEASED PROPERTIES.
ALL OF THE BUILDINGS AND FIXTURES ON THE LEASED PROPERTIES
WERE CONSTRUCTED IN ACCORDANCE WITH ALL LAWS AND THE CORPORATIONS HAVE ADEQUATE
RIGHTS OF INGRESS AND EGRESS INTO THE LEASED PROPERTIES FOR THE OPERATION OF THE
BUSINESS IN THE ORDINARY COURSE.
NONE OF THE LEASED PROPERTIES OR THE BUILDINGS
AND FIXTURES THEREON, NOR THEIR USE, OPERATION OR MAINTENANCE FOR THE PURPOSE OF
CARRYING ON THE BUSINESS,
18
VIOLATES ANY RESTRICTIVE COVENANT OR ANY PROVISION OF ANY LAW OR ENCROACHES ON
ANY PROPERTY OWNED BY ANY OTHER PERSON.
NO CONDEMNATION OR EXPROPRIATION
PROCEEDING IS PENDING OR, TO THE BEST KNOWLEDGE OF THE VENDORS, THREATENED WHICH
WOULD PRECLUDE OR IMPAIR THE USE OF ANY OF THE LEASED PROPERTIES FOR THE
PURPOSES FOR WHICH THEY ARE CURRENTLY USED.
THERE ARE NO OUTSTANDING WORK
ORDERS FROM OR REQUIRED BY ANY MUNICIPALITY, POLICE DEPARTMENT, FIRE DEPARTMENT,
SANITATION, HEALTH OR SAFETY AUTHORITIES OR FROM ANY OTHER PERSON AND THERE ARE
NO MATTERS UNDER DISCUSSION WITH OR BY THE CORPORATIONS RELATING TO WORK
ORDERS.
EACH OF THE LEASED PROPERTIES IS ADEQUATE AND SUITABLE FOR THE PURPOSES
FOR WHICH IT IS PRESENTLY BEING USED.
(T)
LEASES.
NEITHER OF THE CORPORATIONS IS A
PARTY TO, OR UNDER ANY AGREEMENT TO BECOME A PARTY TO, ANY LEASE WITH RESPECT TO
REAL PROPERTY (WHETHER WRITTEN OR ORAL), OTHER THAN THE LEASES.
TRUE, CORRECT
AND COMPLETE COPIES OF ALL WRITTEN LEASES AND A FULL WRITTEN DESCRIPTION OF ALL
ORAL LEASES HAVE BEEN PROVIDED TO THE PURCHASER.
EACH LEASE IS IN GOOD
STANDING, CREATES A GOOD AND VALID LEASEHOLD ESTATE IN THE LEASED PROPERTIES
THEREBY DEMISED AND IS IN FULL FORCE AND EFFECT WITHOUT AMENDMENT, EXCEPT AS
DISCLOSED