OF VIOLATION, FORMAL PROCEEDING, OR
INVESTIGATION, INQUIRY OR INFORMATION REQUEST BY ANY GOVERNMENTAL ENTITY,
RELATING TO ANY ENVIRONMENTAL LAW INVOLVING THE SELLER, OR ANY PARCEL OF REAL
PROPERTY OR ANY FACILITY FORMERLY OR CURRENTLY OWNED, LEASED, OPERATED OR
CONTROLLED BY THE SELLER.
(B)
TO THE SELLER'S KNOWLEDGE, THERE HAVE BEEN NO RELEASES OF ANY
MATERIALS OF ENVIRONMENTAL CONCERN INTO THE ENVIRONMENT AT ANY PARCEL OF REAL
PROPERTY OR ANY FACILITY FORMERLY OR CURRENTLY OWNED, LEASED, OPERATED OR
CONTROLLED BY THE SELLER FOR WHICH THE SELLER MAY BE LIABLE UNDER ANY
ENVIRONMENTAL LAW.
TO THE SELLER'S KNOWLEDGE, THERE HAVE BEEN NO OTHER RELEASES
OF MATERIALS OF ENVIRONMENTAL CONCERN AT PARCELS OF REAL PROPERTY OR FACILITIES
(INCLUDING THOSE OWNED, LEASED, OPERATED OR CONTROLLED BY THE SELLER) THAT COULD
REASONABLY BE EXPECTED TO HAVE AN IMPACT ON THE REAL PROPERTY OR FACILITIES
OWNED, OPERATED OR CONTROLLED BY THE SELLER.
(C)
THERE ARE NO ENVIRONMENTAL REPORTS, INVESTIGATIONS OR AUDITS
POSSESSED OR CONTROLLED BY THE SELLER (WHETHER CONDUCTED BY OR ON BEHALF OF THE
SELLER OR A THIRD PARTY, AND WHETHER DONE AT THE INITIATIVE OF THE SELLER OR
DIRECTED BY ANY GOVERNMENTAL ENTITY OR ANY OTHER THIRD PARTY) RELATING TO
PREMISES CURRENTLY OR PREVIOUSLY OWNED, LEASED, OR OPERATED BY THE SELLER.
3.15
BROKERS' FEES.
OTHER THAN ORISSA ADVISORS COMPANY, INC.
("ADVISORS"), THE SELLER DOES NOT HAVE ANY LIABILITY OR OBLIGATION TO PAY ANY
FEES OR COMMISSIONS TO ANY BROKER, FINDER OR AGENT WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SELLER SHALL SATISFY ITS
OBLIGATIONS TO ADVISORS.
3.16
LICENSES.
(A)
THE SELLER CURRENTLY MAINTAINS ALL LICENSES, CERTIFICATES,
PERMITS, CONSENTS, AUTHORIZATIONS AND OTHER GOVERNMENTAL OR REGULATORY APPROVALS
(THE "LICENSES") NECESSARY FOR THE SELLER TO CONDUCT THE BUSINESS.
SCHEDULE
3.16(A) SETS FORTH A TRUE, CORRECT AND COMPLETE LIST OF ALL LICENSES HELD BY THE
SELLER AND THE GOVERNMENTAL ENTITIES GRANTING SUCH LICENSES.
(B)
THE LICENSES FOR THE BUSINESS ARE IN FULL FORCE AND EFFECT AND NO
EVENT HAS OCCURRED THAT COULD RESULT IN THE LOSS, SUSPENSION, WITHDRAWAL OR
LIMITATION OF SUCH LICENSE. THE BUSINESS IS IN COMPLIANCE WITH THE TERMS AND
CONDITIONS OF ALL LICENSES AND HAS NOT RECEIVED ANY NOTICE THAT (I) IT IS IN
VIOLATION OF ANY OF THE LICENSES OR (II) THAT ANY OF THE LICENSES WILL NOT BE
RENEWED.
TO THE KNOWLEDGE OF THE SELLER, THERE IS NO BASIS FOR NONRENEWAL OF
ANY OF THE LICENSES.
THERE ARE NO PROCEEDINGS PENDING TO REVOKE OR WITHDRAW
SUCH LICENSES, AND TO THE KNOWLEDGE OF THE SELLER, THERE ARE NO FACTS,
CIRCUMSTANCES OR OMISSIONS INVOLVING THE BUSINESS THAT COULD LEAD TO SUCH
ACTION. THE LICENSES CONSTITUTE ALL THE LICENSES, PERMITS OR APPROVALS
17
NECESSARY TO CONDUCT THE BUSINESS IN THE MANNER AND TO THE FULL EXTENT THAT IT
IS NOW BEING CONDUCTED.
NO APPLICATION FOR ANY LICENSE HAS BEEN DENIED BY
FINAL AGENCY ACTION.
3.17
ATMS AND OTHER TANGIBLE PROPERTY.
SCHEDULE 3.17 LISTS EVERY CREDIT
CARD, DEBIT CARD AND CHECK POINT-OF-SALE PAYMENT TERMINAL AND ATM OWNED BY THE
SELLER (COLLECTIVELY, THE "PURCHASED ATMS")