THE COMPANY WITH ITS
RESPECTIVE INSURERS OR THE PREMIUMS PAYABLE PURSUANT TO SUCH POLICIES.
SECTION 4.13
LITIGATION.
(A)
EXCEPT AS DISCLOSED IN SCHEDULE 4.13(A), THERE
IS NO ACTION, SUIT, INVESTIGATION, ARBITRATION OR ADMINISTRATIVE OR OTHER
PROCEEDING PENDING OR, TO THE COMPANY'S KNOWLEDGE, THREATENED, AGAINST THE
COMPANY BEFORE ANY COURT OR ARBITRATOR OR ANY GOVERNMENTAL AUTHORITY WHICH WOULD
HAVE OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR WHICH
IN ANY MANNER CHALLENGES OR SEEKS TO PREVENT, ENJOIN, ALTER OR MATERIALLY DELAY
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND ANY ANCILLARY AGREEMENTS TO
WHICH SELLER WILL BE A PARTY AT CLOSING.
EXCEPT AS DISCLOSED IN
SCHEDULE 4.13(A), THERE ARE NO OUTSTANDING JUDGMENTS, ORDERS, INJUNCTIONS,
DECREES, STIPULATIONS OR AWARDS (WHETHER RENDERED BY A COURT, ADMINISTRATIVE
AGENCY, ARBITRAL BODY OR GOVERNMENTAL AUTHORITY) AGAINST THE COMPANY.
(B)
ALL MATERIAL WRITTEN CLAIMS, WHETHER IN CONTRACT OR TORT, FOR DEFECTIVE OR
ALLEGEDLY DEFECTIVE PRODUCTS OR WORKMANSHIP PENDING AGAINST THE COMPANY ARE
LISTED OR DESCRIBED ON SCHEDULE 4.13(B).
SECTION 4.14
COMPLIANCE WITH LAWS; PERMITS.
(A)
EXCEPT AS DESCRIBED IN
SCHEDULE 4.14(A), THE COMPANY HAS COMPLIED WITH ALL LAWS APPLICABLE TO ITS
BUSINESS IN ALL MATERIAL RESPECTS, EXCEPT WHERE FAILURE TO SO COMPLY WOULD NOT
HAVE A MATERIAL ADVERSE EFFECT.
THE COMPANY HAS NOT RECEIVED WRITTEN NOTICE
THAT THE USE OR CONDITION OF ANY OF THE LEASED REAL PROPERTY OR ANY OTHER ASSET
OWNED OR LEASED BY THE COMPANY IS IN VIOLATION OF ANY LAW.
EXCEPT AS SET FORTH
IN SCHEDULE 4.14(A), THE COMPANY HAS NOT RECEIVED WRITTEN NOTICE OF ANY
VIOLATION OF ANY LAW RELATING TO THE OPERATION OF THE BUSINESS OR TO ANY OF ITS
ASSETS, OPERATIONS, PROCESSES, RESULTS OR PRODUCTS.
(B)
SCHEDULE 4.14(B) SETS FORTH A LIST OF EACH GOVERNMENT OR REGULATORY
LICENSE, AUTHORIZATION, PERMIT, FRANCHISE, CONSENT AND APPROVAL (THE "PERMITS")
ISSUED TO AND HELD BY THE COMPANY AS SAME ARE REQUIRED TO BE SO ISSUED AND HELD
TO CARRY ON THE BUSINESS AS CURRENTLY CONDUCTED EXCEPT WHERE FAILURE TO HAVE ANY
SUCH PERMIT WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
THE COMPANY IS THE
AUTHORIZED LEGAL HOLDER OF THE PERMITS, AND, TO THE COMPANY'S KNOWLEDGE, EACH
PERMIT IS VALID AND IN FULL FORCE AND EFFECT.
THE COMPANY IS NOT IN DEFAULT
UNDER, AND, TO THE COMPANY'S KNOWLEDGE, NO CONDITION EXISTS THAT WITH NOTICE OR
LAPSE OF TIME OR BOTH WOULD CONSTITUTE A MATERIAL DEFAULT OR WOULD GIVE RISE TO
A RIGHT OF TERMINATION, CANCELLATION OR ACCELERATION UNDER, ANY PERMIT HELD BY
THE COMPANY EXCEPT WHERE SUCH DEFAULT WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
SECTION 4.15
ASSETS; PROPERTIES; SUFFICIENCY OF ASSETS.
(A)
EXCEPT FOR
INVENTORY DISPOSED OF IN THE ORDINARY COURSE OF BUSINESS OF THE COMPANY, THE
COMPANY HAS GOOD TITLE TO, OR IN THE CASE OF LEASED PROPERTY HAS VALID LEASEHOLD
INTERESTS IN (EXCEPT AS SET FORTH IN SCHEDULE 4.11(B)) THE PROPERTY AND ASSETS
(WHETHER REAL OR PERSONAL, TANGIBLE OR INTANGIBLE) REFLECTED IN THE REFERENCE
BALANCE SHEET OR ACQUIRED AFTER THE DATE THEREOF, FREE AND CLEAR OF ALL LIENS,
EXCEPT