OR ANY DIRECTORS, OFFICERS, OR EMPLOYEES OF ANY OF THE
FOREGOING HAVE EITHER A DIRECT OR INDIRECT INTEREST OTHER THAN IN THE ORDINARY
COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE AND ON TERMS AND CONDITIONS NO
LESS FAVORABLE THAN THOSE AVAILABLE IN A BONA-FIDE ARMS-LENGTH TRANSACTION WITH
A NON-AFFILIATED PERSON;
(IX)
AMENDED ITS CERTIFICATE OF INCORPORATION,
BYLAWS, OR OTHER GOVERNING OR ORGANIZATIONAL DOCUMENTS;
(X)
CONSUMMATED OR ENTERED INTO ANY AGREEMENT
TO CONSUMMATE A MERGER, ACQUISITION, CONSOLIDATION OR OTHER BUSINESS COMBINATION
WITH ANY OTHER PERSON; OR
(XI)
REACHED ANY UNDERSTANDING OR ENTERED INTO
ANY CONTRACT OR COMMITMENT (CONTINGENT OR OTHERWISE) TO DO OR ENGAGE IN, OR
WHICH COULD REASONABLY BE EXPECTED TO RESULT IN, ANY OF THE FOREGOING.
3.7
Real Properties; Personal Properties;
Condition of Properties.
(A)
SCHEDULE 3.7(A) LISTS BY LOCATION ALL REAL
PROPERTY OWNED BY EACH OF THE SOLD COMPANIES AND THE SUBSIDIARIES.
WITH RESPECT
TO EACH SUCH PARCEL OF REAL PROPERTY (A "PARCEL") LISTED ON SCHEDULE 3.7(A),
EXCEPT AS DISCLOSED ON SCHEDULE 3.7(A) AND EXCEPT WITH RESPECT TO ANY PARCEL
LOCATED IN BILLINGS, MONTANA:
(I)
THE ENTITY OWNING SUCH PARCEL HAS GOOD
AND MARKETABLE FEE SIMPLE TITLE TO SUCH PARCEL, FREE AND CLEAR OF ALL LIENS
OTHER THAN PERMITTED LIENS;
(II)
THE SELLER HAS NO KNOWLEDGE OF ANY PENDING
OR THREATENED CONDEMNATION PROCEEDINGS, LITIGATION OR ADMINISTRATIVE ACTIONS
RELATING TO ANY PARCEL;
(III)
THERE ARE NO SUBLEASES, LICENSES,
CONCESSIONS OR OTHER WRITTEN AGREEMENTS GRANTING TO ANY PARTY THE RIGHT OF
ENTRY, USE OR OCCUPANCY OF ANY PORTION OF ANY PARCEL;
(IV)
THERE ARE NO PARTIES (OTHER THAN ONE OR MORE
OF THE SOLD COMPANIES OR THE SUBSIDIARIES) IN POSSESSION OF ANY PARCEL, OTHER
THAN TENANTS UNDER ANY WRITTEN LEASES DISCLOSED IN SCHEDULE 3.7(A) WHO ARE IN
POSSESSION OF SPACE TO WHICH THEY ARE ENTITLED;
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(V)
THERE ARE NO ZONING, BUILDING, RESTRICTIVE
COVENANTS OF RECORD, OR OTHER SIMILAR LOCAL LAWS OR RESTRICTIONS WHICH MAY
REASONABLY BE EXPECTED TO MATERIALLY IMPAIR THE CURRENT USE OF ANY PARCEL; AND
(VI)
THE SELLER HAS DELIVERED (OR HAS CAUSED THE
SOLD COMPANIES OR SUBSIDIARIES TO DELIVER) TO THE BUYER COPIES OF ALL SURVEYS
AND TITLE REPORTS WHICH IT (OR ANY OF THE SOLD COMPANIES OR SUBSIDIARIES) HAS IN
ITS POSSESSION WITH RESPECT TO ANY PARCEL.
(B)
SCHEDULE 3.7(B) LISTS BY LOCATION ALL REAL
PROPERTY LEASED BY THE SOLD COMPANIES AND THE SUBSIDIARIES PURSUANT TO ANY REAL
PROPERTY LEASE PROVIDING FOR ANNUAL PAYMENTS BY ANY OF THE SOLD COMPANIES OR
SUBSIDIARIES OF AN AMOUNT IN EXCESS OF $50,000 OR WHICH IS MATERIAL TO THE
BUSINESS OPERATIONS OF THE PETCOKE BUSINESS OR THE METALS BUSINESS, AS
APPLICABLE (THE "LEASES").
WITH RESPECT TO EACH LEASE, EXCEPT AS DISCLOSED ON
SCHEDULE 3.7(B):
(I)
EACH SUCH LEASE IS PURSUANT TO A WRITTEN
LEASE WHICH HAS BEEN EXECUTED AND IS IN FULL FORCE AND EFFECT;
(II)
NONE OF THE SOLD COMPANIES OR
SUBSIDIARIES, AS APPLICABLE, WHICH IS A PARTY TO SUCH LEASE NOR, TO THE
KNOWLEDGE OF THE SELLER, ANY OTHER PARTY TO SUCH LEASE, IS IN MATERIAL