SCHEDULE, THERE
ARE NO CLAIMS, ACTIONS, LITIGATION, SUITS, PROCEEDINGS OR INVESTIGATIONS PENDING
OR, TO THE KNOWLEDGE OF SELLER, THREATENED AGAINST OR AFFECTING ANY OF THE
ASSETS, THE BUSINESS OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY
OR THE RELATED DOCUMENTS, AT LAW OR IN EQUITY OR BEFORE OR BY ANY GOVERNMENTAL
OR REGULATORY AUTHORITY, AGENCY OR INSTRUMENTALITY OR BEFORE ANY ARBITRATOR OF
ANY KIND, AND TO THE KNOWLEDGE OF SELLER THERE IS NO VALID BASIS FOR ANY SUCH
CLAIM, ACTION, LITIGATION, SUIT, PROCEEDING OR INVESTIGATION.
THE DISCLOSURE
SCHEDULE CONTAINS A LIST AND BRIEF DESCRIPTION OF ALL CLAIMS, ACTIONS,
LITIGATION, SUITS, HEARINGS, PROCEEDINGS OR INVESTIGATIONS RELATING TO THE
ASSETS OR THE BUSINESS WHICH RESULTED IN A JUDGMENT, SETTLEMENT, COMPROMISE,
RELEASE, PAYMENT OR AWARD OF ANY NATURE AND WHICH AROSE WITHIN THREE YEARS PRIOR
TO THE CLOSING DATE.
NO GOVERNMENTAL OR REGULATORY AUTHORITY, AGENCY OR
INSTRUMENTALITY HAS AT ANY TIME CHALLENGED OR QUESTIONED THE LEGAL RIGHT OF
SELLER TO SELL ANY OF ITS PRODUCTS OR TO PROVIDE ANY OF ITS SERVICES IN THE
PRESENT MANNER OR AS CONTEMPLATED IN THE CONDUCT OF THE BUSINESS.
3.10
CONTRACTS.
SELLER IS NOT (AND, TO THE KNOWLEDGE OF SELLER NO OTHER
PARTY IS) IN BREACH OR DEFAULT UNDER (WITH NOTICE AND/OR THE LAPSE OF TIME), AND
THERE IS NO VALID BASIS FOR A CLAIM OF BREACH OR DEFAULT UNDER, ANY MATERIAL
AGREEMENT, INSTRUMENT, COMMITMENT, CONTRACT OR OTHER OBLIGATION OF ANY TYPE TO
WHICH SELLER IS A PARTY OR IS BOUND, OR TO WHICH THE ASSETS OR BUSINESS ARE
SUBJECT, AND NO EVENT HAS OCCURRED WHICH CONSTITUTES OR, WITH THE LAPSE OF TIME
AND/OR THE GIVING OF NOTICE, WILL CONSTITUTE SUCH A BREACH OR DEFAULT.
THE
ASSETS ARE NOT SUBJECT TO ANY AGREEMENT, CONTRACT, COMMITMENT OR INSTRUMENT
MAINTAINED BY SELLER, OR OTHER OBLIGATION, WHETHER WRITTEN OR ORAL AND OF
WHATEVER NATURE.
A TRUE COPY OF EACH AGREEMENT, CONTRACT, COMMITMENT OR
INSTRUMENT OF THE TYPE SET FORTH ABOVE HAS BEEN PROVIDED TO BUYER'S COUNSEL
PRIOR TO CLOSING AND AN ACCURATE LISTING OF SAME HAS BEEN SET FORTH IN THE
DISCLOSURE SCHEDULE ("SCHEDULED CONTRACTS").
ALL SCHEDULED CONTRACTS ARE IN
FULL FORCE AND EFFECT AND ARE VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH
THEIR RESPECTIVE TERMS.
TO THE KNOWLEDGE OF SELLER ALL PARTIES TO SUCH
SCHEDULED CONTRACTS HAVE COMPLIED WITH THE PROVISIONS THEREOF; NO SUCH PARTY IS
IN DEFAULT UNDER ANY OF THE TERMS THEREOF AND NO EVENT HAS OCCURRED THAT (WITH
THE PASSAGE OF TIME AND/OR THE GIVING OF NOTICE) WOULD CONSTITUTE A DEFAULT BY
ANY PARTY UNDER ANY PROVISION THEREOF.
6
3.11
COMPLIANCE WITH LAW.
SELLER IS, IN THE CONDUCT OF THE BUSINESS AND
OWNERSHIP AND USE OF THE ASSETS, IN COMPLIANCE WITH ALL APPLICABLE FOREIGN,
FEDERAL, PROVINCIAL OR LOCAL LAWS, STATUTES, RULES, REGULATIONS, ORDINANCES,
CODES, ORDERS, LICENSES, FRANCHISES, PERMITS, AUTHORIZATIONS AND CONCESSIONS
(COLLECTIVELY, "REGULATIONS"), AS SUCH APPLY TO THE ASSETS, INCLUDING WITHOUT
LIMITATION, ANY APPLICABLE INTELLECTUAL PROPERTY LAW OR OTHER REGULATIONS IN
RESPECT OF ANY OF SELLER'S OPERATIONS RELATED TO ITS BUSINESS, EXCEPT WHERE ITS
NON-COMPLIANCE