BE CONDUCTED
ARE, EXCEPT AS
DISCLOSED ON SECTION 3.12 OF THE COMPANY DISCLOSURE SCHEDULE, IN OPERATING
CONDITION, TAKING INTO ACCOUNT NORMAL WEAR AND TEAR, FREE FROM ANY KNOWN DEFECTS
EXCEPT SUCH MINOR DEFECTS AS ARE NOT SUBSTANTIAL IN CHARACTER, AMOUNT OR EXTENT
AND ARE USABLE IN THE ORDINARY COURSE OF BUSINESS. THE COMPANY OWNS, OR LEASES
UNDER VALID LEASES, ALL BUILDINGS, FIXTURES, LEASEHOLD IMPROVEMENTS AND OTHER
ITEMS OF PERSONAL PROPERTY NECESSARY FOR THE CONDUCT OF THEIR BUSINESS AS NOW
CONDUCTED OR PRESENTLY PROPOSED TO BE CONDUCTED.
(K)
OTHER THAN DESCRIBED IN SECTION 3.12 OF THE COMPANY DISCLOSURE
SCHEDULE, THE ZONING FOR EACH PARCEL OF REAL PROPERTY PERMITS THE PRESENTLY
EXISTING IMPROVEMENTS
18
AND THE CONTINUATION FOR THE BUSINESS PRESENTLY BEING CONDUCTED THEREON AS A
CONFORMING USE. OTHER THAN DESCRIBED IN SECTION 3.12 OF THE COMPANY DISCLOSURE
SCHEDULE, THE COMPANY HAS NOT RECEIVED ANY NOTICE OF ANY VIOLATION OF ANY
APPLICABLE ZONING ORDINANCE OR OTHER LAW RELATING TO THE OPERATION OF THE REAL
PROPERTY, AND THE COMPANY HAS NOT RECEIVED ANY NOTICE OF ANY SUCH VIOLATION, OR
THE OPERATION THEREOF, OR THE EXISTENCE OF ANY CONDEMNATION OR EMINENT DOMAIN
PROCEEDING WITH RESPECT TO ANY OF THE REAL PROPERTY. THE REAL PROPERTY COMPLIES
IN ALL MATERIAL RESPECTS WITH THE AMERICAN WITH DISABILITIES ACT (FOR THESE
PURPOSES "MATERIALITY" BEING DEFINED AS VIOLATIONS THAT WOULD REQUIRE CHANGES
RESULTING IN EXPENDITURES IN EXCESS OF $5,000).
(L)
EXCEPT FOR LEASED OR LICENSED PROPERTY, THE COMPANY OWNS GOOD AND
MARKETABLE TITLE TO EACH PARCEL OF REAL PROPERTY, FREE AND CLEAR OF ALL LIENS,
EXCEPT FOR PERMITTED LIENS.
3.13.
Bank Accounts. Section 3.13 of the Company Disclosure Schedule
contains a complete and accurate list setting forth (a) the name and location of
each bank, trust company, securities or brokerage firm, or other institution in
or with which the Company maintains any account, lock box arrangement or safe
deposit box or vault or otherwise maintains relations; (b) the names of all
persons authorized by the Company to draw thereon, have access thereto, or
effect any transactions with respect thereto; and (c) all proxies and powers of
attorney or other instruments granting the right to act on behalf of the Company
with respect thereto.
3.14.
ACCOUNTS RECEIVABLE.
(A)
THE ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES REFLECTED ON THE
LATEST BALANCE SHEET, AND THOSE ARISING IN THE ORDINARY COURSE OF BUSINESS AFTER
THE DATE THEREOF, ARE VALID RECEIVABLES THAT HAVE ARISEN FROM BONA FIDE
TRANSACTIONS IN THE ORDINARY COURSE OF BUSINESS, ARE NOT SUBJECT TO VALID
COUNTERCLAIMS OR SETOFFS AND, EXCEPT AS AND TO THE EXTENT OF THE BAD DEBT
RESERVE REFLECTED ON THE LATEST BALANCE SHEET OR AS OTHERWISE SET FORTH IN
SECTION 3.14 OF THE COMPANY DISCLOSURE SCHEDULE, ARE COLLECTIBLE IN FULL IN
ACCORDANCE WITH THEIR TERMS.
(B)
ALL ACCOUNTS RECEIVABLE, TO THE EXTENT UNCOLLECTED ON THE DATE
HEREOF OR ON THE CLOSING DATE, HAVE, AND WILL HAVE, ARISEN IN THE ORDINARY
COURSE OF BUSINESS; REPRESENT, AND WILL REPRESENT, VALID AND ENFORCEABLE
OBLIGATIONS OF THE DEBTOR TO THE COMPANY.