THE SELLER AND PARENT, THIS
AGREEMENT REPRESENTS A LEGAL, VALID AND BINDING OBLIGATION OF BUYER AND OWNER
THAT IS ENFORCEABLE AGAINST THEM IN ACCORDANCE WITH ITS TERMS, SUBJECT TO (I) AS
TO ENFORCEABILITY, BANKRUPTCY, INSOLVENCY, REORGANIZATION OR OTHER SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS RIGHTS GENERALLY, (II) THE OBTAINING OF
ANY APPROVALS OR CONSENTS REQUIRED IN CONNECTION HEREWITH AND AS PROVIDED FOR
HEREIN, AND (III) GENERAL EQUITABLE PRINCIPLES AND TO THE DISCRETION OF THE
COURT BEFORE WHICH ANY PROCEEDINGS SEEKING THE REMEDY OF SPECIFIC PERFORMANCE
AND INJUNCTIVE AND OTHER FORMS OF EQUITABLE RELIEF MAY BE BROUGHT.
6.3
THE BUSINESS AND RELATED MATTERS.
BUYER AND SELLER ACKNOWLEDGE
THAT OWNER HAS SERVED AND, AS OF THE EFFECTIVE DATE, CONTINUES TO SERVE AS
GENERAL MANAGER FOR THE BUSINESS AND HAVE BEEN RESPONSIBLE FOR MANAGING THOSE
WHO ARE INVOLVED IN ITS DAY TO DAY AFFAIRS AND OPERATIONS.
AS A RESULT, OWNER
REPRESENTS AS FOLLOWS (THE "OWNER BUSINESS REPRESENTATIONS"):
(A)
EXCEPT AS EXPRESSLY SET FORTH IN THE SELLER FINANCIAL STATEMENTS,
THERE IS NO LIABILITY, CLAIM, DEFICIENCY, GUARANTEE OR OBLIGATION (ABSOLUTE,
ACCRUED, CONTINGENT OR OTHERWISE), AND THERE IS NO BASIS FOR ANY SUCH LIABILITY
OR OBLIGATION, WITH REGARD TO THE BUSINESS, NOR DOES OWNER HAVE KNOWLEDGE THAT
ANY SUPPLIER, CLIENT OR CUSTOMER INTENDS TO MAKE A REDUCTION IN ITS PRESENT
LEVEL OF BUSINESS CONDUCTED WITH THE BUSINESS AFTER THE EFFECTIVE DATE, EITHER
AS A RESULT OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY OR FOR
ANY OTHER REASON;
(B)
AS TO EACH OF THE ASSIGNED CONTRACTS WHICH IS MATERIAL TO THE
OPERATION OF THE BUSINESS, EACH IS IN FULL FORCE AND EFFECT AND NO PARTY THERETO
IS IN DEFAULT OR HAS FAILED TO TIMELY AND FULLY DISCHARGE ITS OBLIGATIONS
THEREUNDER, NOR HAS THERE OCCURRED ANY EVENT THAT, WITH THE LAPSE OF TIME AND/OR
THE GIVING OF NOTICE, WOULD CONSTITUTE A DEFAULT THEREUNDER;
(C)
THE BUSINESS IS IN COMPLIANCE IN ALL RESPECTS WITH ALL APPLICABLE
LAWS RESPECTING EMPLOYMENT, EMPLOYMENT PRACTICES, EMPLOYEE CLASSIFICATION, LABOR
RELATIONS, FAMILY AND MEDICAL LEAVES, MILITARY LEAVES, LEAVES OF ABSENCE
GENERALLY, SAFETY AND HEALTH, WAGES, HOURS AND TERMS AND CONDITIONS OF
EMPLOYMENT, AND ALL WAGES, SALARIES, COMMISSIONS, BONUSES, BENEFITS AND OTHER
COMPENSATION DUE AND PAYABLE TO ALL EMPLOYEES OF THE BUSINESS UNDER ANY POLICY,
PRACTICE, AGREEMENT, PLAN, PROGRAM OR ANY STATUTE OR OTHER LAW FOR SERVICES
PERFORMED THROUGH THE EFFECTIVE DATE HAVE BEEN PAID OR ACCRUED;
(D)
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL
GOVERNMENTAL PERMITS WHICH ARE NECESSARY FOR THE OPERATION OF THE BUSINESS ARE,
AND WILL BE IMMEDIATELY AFTER THE CLOSING, VALID AND IN FULL FORCE AND EFFECT
AND ENFORCEABLE, AND SUCH
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GOVERNMENTAL PERMITS ARE SUFFICIENT TO PERMIT THE BUSINESS TO BE OPERATED IN ITS
CONDITION AS OF THE EFFECTIVE DATE;
(E)
THE BUSINESS IS IN MATERIAL COMPLIANCE WITH ALL APPLICABLE
FEDERAL, STATE AND LOCAL STATUTES, LAWS, RULINGS AND ORDINANCES AND OWNERS HAVE
NO KNOWLEDGE OF CIRCUMSTANCES WHICH ARE LIKELY TO RESULT IN A MATERIAL VIOLATION
OF ANY OF THE FOREGOING;
(F)
THERE ARE NO CLAIMS,