OR AUTHORIZATION IS REQUIRED
FROM THE LANDLORD UNDER ANY LEASE AS A RESULT OF THE EXECUTION OF THIS AGREEMENT
OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(C)
THE LEASED PROPERTY CONSTITUTES ALL OF THE REAL PROPERTY OWNED, LEASED,
OCCUPIED OR OTHERWISE UTILIZED IN CONNECTION WITH THE BUSINESS OF THE COMPANY.
OTHER THAN THE COMPANY AND THE COMPANY'S SUBSIDIARIES, THERE ARE NO PARTIES IN
POSSESSION OR PARTIES HAVING ANY CURRENT OR FUTURE RIGHT TO OCCUPY ANY OF THE
LEASED PROPERTY.
THE LEASED PROPERTY IS IN GOOD CONDITION AND REPAIR (NORMAL
WEAR AND TEAR EXCEPTED) AND IS SUFFICIENT FOR THE CONDUCT OF THE BUSINESS OF THE
COMPANY AND THE COMPANY'S SUBSIDIARIES.
THE LEASED PROPERTY AND ALL PLANTS,
BUILDINGS AND IMPROVEMENTS LOCATED THEREON CONFORM TO ALL APPLICABLE BUILDING,
ZONING AND OTHER LAWS, ORDINANCES, RULES AND REGULATIONS.
ALL PERMITS, LICENSES
AND OTHER APPROVALS NECESSARY TO THE CURRENT OCCUPANCY AND USE OF THE LEASED
PROPERTY HAVE BEEN OBTAINED, ARE IN FULL FORCE AND EFFECT AND HAVE NOT BEEN
VIOLATED.
THERE IS NO PENDING OR, TO THE KNOWLEDGE OF SELLER, ANY THREATENED
CONDEMNATION PROCEEDING, LAWSUIT OR ADMINISTRATIVE ACTION AFFECTING ANY PORTION
OF THE LEASED PROPERTY.
2.25.
PERSONAL PROPERTY.
(A)
THE COMPANY HAS GOOD TITLE TO ALL PERSONAL PROPERTY OF ANY KIND OR NATURE
WHICH THE COMPANY PURPORTS TO OWN, FREE AND CLEAR OF ALL LIENS, EXCEPT FOR
(I)
LIENS FOR NON-DELINQUENT TAXES AND NON-DELINQUENT STATUTORY LIENS ARISING
OTHER THAN BY REASON OF DEFAULT, (II) STATUTORY LIENS OF LANDLORDS, LIENS OF
CARRIERS, WAREHOUSEMEN, MECHANICS AND MATERIALMEN
27
INCURRED IN THE PAST CUSTOMARY PRACTICE FOR SUMS NOT YET DUE; (III) LIENS
INCURRED OR DEPOSITS MADE IN THE PAST CUSTOMARY PRACTICE IN CONNECTION WITH
WORKER'S COMPENSATION, UNEMPLOYMENT INSURANCE AND OTHER TYPES OF SOCIAL
SECURITY; AND (V) OTHER PERMITTED LIENS.
THE COMPANY OR A SUBSIDIARY OF THE
COMPANY, AS LESSEE, HAS THE RIGHT UNDER VALID AND SUBSISTING LEASES TO USE,
POSSESS AND CONTROL ALL PERSONAL PROPERTY LEASED BY THE COMPANY OR SUCH
SUBSIDIARY AS NOW USED, POSSESSED AND CONTROLLED BY THE COMPANY.
(B)
ALL MACHINERY, EQUIPMENT AND OTHER TANGIBLE ASSETS CURRENTLY BEING USED BY
THE COMPANY OR THE COMPANY'S SUBSIDIARIES WHICH ARE OWNED OR LEASED BY THE
COMPANY OR THE COMPANY'S SUBSIDIARIES ARE IN GOOD OPERATING CONDITION,
MAINTENANCE AND REPAIR, ORDINARY WEAR AND TEAR EXCEPTED, ARE USABLE IN THE
ORDINARY COURSE OF BUSINESS AND ARE REASONABLY ADEQUATE AND SUITABLE FOR THE
USES TO WHICH THEY ARE BEING PUT.
2.26.
Product Liability.
To the Knowledge of Seller, neither the Company
nor any of the Company's Subsidiaries have any Liability (and to the Knowledge
of Seller, there is no basis for any present or future action, suit, proceeding,
order, investigation or claim against the Company or any of the Company's
Subsidiaries giving rise to any Liability) arising out of any injury to
individuals or property as a result of the ownership, possession, or use of any
product sold or delivered by the Company or any of the Company's Subsidiaries.
2.27.
Bank Accounts.
Schedule 2.27 hereto sets forth with regard to