ANY PROCEEDING BY OR BEFORE ANY GOVERNMENT
AUTHORITY (COLLECTIVELY, "PROCEEDINGS") PENDING OR, TO EACH SELLER'S KNOWLEDGE,
THREATENED, AGAINST EITHER OF THE SELLERS OR RELATING TO ANY OF THE PURCHASED
ASSETS.
(B)
EXCEPT AS SET FORTH ON SCHEDULE 4.13(B), (I) THERE IS NO ORDER TO WHICH
EITHER OF THE SELLERS OR ANY OF THE PURCHASED ASSETS IS SUBJECT, AND (II) EACH
SELLER IS IN COMPLIANCE WITH EACH ORDER TO WHICH IT OR ITS PROPERTIES OR ASSETS
ARE SUBJECT.
4.14
Compliance With Laws; Permits.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 4.14, EACH SELLER IS IN FULL COMPLIANCE
WITH EACH LEGAL REQUIREMENT THAT IS APPLICABLE TO IT OR TO THE CONDUCT OR
OPERATION OF THE BUSINESSES OR THE OWNERSHIP OF THE PURCHASED ASSETS, EXCEPT FOR
SUCH NON-COMPLIANCE, INDIVIDUALLY OR IN THE AGGREGATE, AS WOULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NEITHER SELLER HAS RECEIVED ANY
WRITTEN NOTICE OR OTHER COMMUNICATION (WHETHER ORAL OR WRITTEN) FROM ANY
GOVERNMENT AUTHORITY OR ANY OTHER PERSON REGARDING ANY ACTUAL, ALLEGED, POSSIBLE
OR POTENTIAL VIOLATION OF, OR FAILURE TO COMPLY WITH, ANY MATERIAL LEGAL
REQUIREMENT APPLICABLE TO THE BUSINESSES.
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(B)
EACH SELLER POSSESSES ALL GOVERNMENT AUTHORIZATIONS NECESSARY FOR THE
OWNERSHIP OF ITS PROPERTIES AND THE CONDUCT OF THE BUSINESSES AS CURRENTLY
CONDUCTED, EXCEPT FOR SUCH EXCEPTIONS AS, INDIVIDUALLY OR IN THE AGGREGATE, HAVE
NOT HAD AND WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
FURTHER, (I) TO EACH SELLER'S KNOWLEDGE, ALL SUCH GOVERNMENT AUTHORIZATIONS ARE
IN FULL FORCE AND EFFECT AND (II) NEITHER SELLER HAS RECEIVED ANY WRITTEN NOTICE
OF ANY EVENT, INQUIRY, INVESTIGATION OR PROCEEDING THREATENING THE VALIDITY OF
SUCH GOVERNMENT AUTHORIZATIONS.
4.15
Operations of the Sellers.
Except as set forth on Schedule 4.15,
since June 30, 2006, through the date of this Agreement, there has not been any
change, event or condition of any character that has had or would reasonably be
expected to have a Material Adverse Effect.
Without limiting the generality of
the foregoing, except as set forth on Schedule 4.15, since June 30, 2006, each
Seller has operated its portion of the Businesses in the ordinary course of
business consistent with past practice, and during such time period, neither
Seller has:
(A)
SOLD, LEASED, TRANSFERRED, OR ASSIGNED ANY OF ITS MATERIAL ASSETS, OTHER
THAN FOR A FAIR CONSIDERATION IN THE ORDINARY COURSE OF BUSINESS;
(B)
ENTERED INTO ANY MATERIAL CONTRACT OUTSIDE THE ORDINARY COURSE OF
BUSINESS;
(C)
ACCELERATED, TERMINATED, MADE MATERIAL MODIFICATIONS TO, OR CANCELLED ANY
MATERIAL CONTRACT IN ANY MATERIAL RESPECT;
(D)
TRANSFERRED, ASSIGNED, OR GRANTED ANY LICENSE OR SUBLICENSE OF ANY RIGHTS
UNDER OR WITH RESPECT TO ANY INTELLECTUAL PROPERTY RIGHT, OTHER THAN TO A
FRANCHISEE PURSUANT TO A FRANCHISE AGREEMENT ENTERED INTO IN THE ORDINARY COURSE
OF BUSINESS;
(E)
MADE ANY CAPITAL EXPENDITURE (OR SERIES OF RELATED CAPITAL EXPENDITURES)
EITHER INVOLVING MORE THAN $5,000, INDIVIDUALLY, OR $15,000, IN THE AGGREGATE,
OR OUTSIDE THE ORDINARY COURSE OF BUSINESS;
(F)
ENGAGED IN ANY SALES OR PROMOTIONAL DISCOUNT OR OTHER SIMILAR ACTIVITIES
WITH