SHAREHOLDER
INCOME TAXES" SPREADSHEET (ATTACHED TO SECTION 4.8(L) OF THE COMPANY DISCLOSURE
SCHEDULE) REPRESENT THE ACTUAL MONTH AND AMOUNT OF DISTRIBUTIONS MADE TO THE
SELLERS FOR PURPOSES OF MAKING THEIR RESPECTIVE REQUIRED ESTIMATED TAX
PAYMENTS ATTRIBUTED TO THE COMPANY'S INCOME AS REQUIRED PURSUANT TO THE CODE.
THE AMOUNT OF SUCH DISTRIBUTIONS WERE BASED UPON A GOOD FAITH BELIEF OF
THE COMPANY'S INCOME FOR THE APPLICABLE TAX PERIOD AND WERE CONSISTENT WITH THE
COMPANY'S PAST PRACTICES IN MAKING SUCH TAX DISTRIBUTIONS TO THE SELLERS.
4.9
ENVIRONMENTAL MATTERS.
EXCEPT AS SET FORTH IN SECTION 4.9 OF THE
COMPANY DISCLOSURE SCHEDULE: (I)
THE COMPANY IS IN MATERIAL COMPLIANCE WITH ALL
APPLICABLE ENVIRONMENTAL LAWS AND HAS IN PLACE ALL MATERIAL PERMITS AND
APPROVALS REQUIRED BY APPLICABLE ENVIRONMENTAL LAWS;
(II) THE COMPANY HAS NOT
RECEIVED WRITTEN NOTICE OF ANY MATERIAL VIOLATIONS OR LIABILITIES ARISING UNDER
ENVIRONMENTAL LAWS; (III) THE COMPANY HAS NO KNOWLEDGE OF RELEASES OR THREATENED
RELEASES OF HAZARDOUS MATERIALS AT OR FROM ITS REAL PROPERTY OR FROM PROPERTY TO
WHICH THE COMPANY HAS TRANSPORTED, OR ARRANGED FOR TRANSPORT FOR THE TREATMENT,
STORAGE, HANDLING OR DISPOSAL OF, HAZARDOUS MATERIALS; AND (IV) THERE ARE NO
PENDING OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED CLAIMS ARISING UNDER
ENVIRONMENTAL LAWS THAT HAVE BEEN OR MAY BE FILED BY ANY PERSON WITH RESPECT TO
THE REAL PROPERTY OR THE CONDUCT OF THE BUSINESS.
THE REPRESENTATIONS CONTAINED
IN THIS SECTION 4.9 SETS FORTH SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO ENVIRONMENTAL MATTERS AND ENVIRONMENTAL LAWS.
4.10
INTELLECTUAL PROPERTY.
(A)
SECTION 4.10 OF THE COMPANY DISCLOSURE SCHEDULE IDENTIFIES EACH
ITEM OF MATERIAL INTELLECTUAL PROPERTY OWNED OR LICENSED BY THE COMPANY (OTHER
THAN TRADE SECRETS AND KNOW-HOW NOT EMBODIED IN ANY FORM OR MEDIUM).
(B)
TO THE COMPANY'S KNOWLEDGE, NONE OF THE MATERIAL INTELLECTUAL
PROPERTY CURRENTLY USED IN THE CONDUCT OF THE BUSINESS (OTHER THAN READY-TO-USE,
PRE-PACKAGED SOFTWARE OR SOFTWARE WHICH IS COMMERCIALLY AVAILABLE TO THE PUBLIC)
INFRINGES UPON THE INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON.
THE
COMPANY IS NOT A PARTY TO ANY ACTION OR PROCEEDING, OR ANY ORDER, AND, TO THE
KNOWLEDGE OF THE COMPANY, NONE IS THREATENED OR IMMINENT, ALLEGING ANY
INFRINGEMENT, VIOLATION OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF
ANY OTHER PERSON.
(C)
THE COMPANY EXCLUSIVELY OWNS OR HAS A RIGHT TO USE ALL MATERIAL
INTELLECTUAL PROPERTY CURRENTLY USED (IN THE MANNER IN WHICH IT IS BEING USED)
IN THE CONDUCT OF THE BUSINESS.
4.11
REAL ESTATE.
(A)
SECTION 4.11(A) OF THE COMPANY DISCLOSURE SCHEDULE LISTS ALL REAL
PROPERTY OWNED BY THE COMPANY AS OF THE DATE HEREOF (THE "OWNED REAL PROPERTY"
OR "REAL PROPERTY"). WITH RESPECT TO EACH PARCEL OF OWNED REAL PROPERTY (EACH, A
"PARCEL"), EXCEPT AS SET FORTH IN SECTION 4.11(A) OF THE COMPANY DISCLOSURE
SCHEDULE:
(I)
THE ENTITY OWNING SUCH PARCEL HAS FEE SIMPLE TITLE TO SUCH PARCEL
AND ALL BUILDINGS, FIXTURES AND IMPROVEMENTS SITUATED THEREON, WHICH, AS OF THE
CLOSING DATE, SHALL BE FREE AND CLEAR OF ALL LIENS, OTHER THAN PERMITTED LIENS;
(II)
EACH PARCEL IS