AGREEMENT RESTRICTING THE USE THEREOF BY THE SHAREHOLDERS OR THE
COMPANY OR RESTRICTING THE SALE,
13
TRANSFER, ASSIGNMENT, OR LICENSING BY THE SHAREHOLDERS, THE COMPANY, OR THEIR
SUCCESSORS OR ASSIGNS.
(M)
TITLE TO AND CONDITION OF ASSETS.
THE COMPANY HAS GOOD,
INDEFEASIBLE AND MARKETABLE TITLE TO ALL ITS PROPERTIES, INTERESTS IN PROPERTIES
AND ASSETS, REAL AND PERSONAL, REFLECTED IN THE 3/31/08 BALANCE SHEET OR IN
SCHEDULE 2.1(H) HERETO (EXCEPT FOR THE OWNED REAL PROPERTY, THE PRE-CLOSING
DISTRIBUTION ASSETS AND ANY OTHER EXCLUDED ASSETS SET FORTH ON SCHEDULE 1.2(A)
HERETO), FREE AND CLEAR OF ANY ENCUMBRANCE OF ANY NATURE WHATSOEVER, EXCEPT
ENCUMBRANCES REFLECTED IN THE 3/31/08 BALANCE SHEET OR IN SCHEDULE
1.2(F) HERETO.
ALL LEASES PURSUANT TO WHICH THE COMPANY LEASES (WHETHER AS
LESSEE OR LESSOR) ANY REAL OR PERSONAL PROPERTY ARE IN GOOD STANDING, VALID, AND
EFFECTIVE; AND THERE IS NOT, UNDER ANY SUCH LEASES, ANY EXISTING DEFAULT OR
EVENT OF DEFAULT, OR EVENT THAT WITH NOTICE OR LAPSE OF TIME, OR BOTH, WOULD
CONSTITUTE A DEFAULT BY THE COMPANY AND IN RESPECT TO WHICH THE COMPANY HAS NOT
TAKEN ADEQUATE STEPS TO PREVENT A DEFAULT FROM OCCURRING.
THE BUILDINGS AND
PREMISES OF THE COMPANY THAT ARE USED IN ITS BUSINESS ARE IN GOOD OPERATING
CONDITION AND REPAIR, SUBJECT ONLY TO ORDINARY WEAR AND TEAR.
ALL MACHINERY,
VEHICLES, TRANSPORTATION EQUIPMENT, TOOLS AND OTHER MAJOR ITEMS OF EQUIPMENT OF
THE COMPANY ARE IN GOOD OPERATING CONDITION AND IN A STATE OF GOOD MAINTENANCE
AND REPAIR, ORDINARY WEAR AND TEAR EXCEPTED, AND ARE FREE FROM ANY KNOWN DEFECTS
EXCEPT AS MAY BE REPAIRED BY ROUTINE MAINTENANCE.
ALL SUCH ASSETS CONFORM TO
ALL APPLICABLE LAWS GOVERNING THEIR USE.
THE COMPANY HAS NOT VIOLATED ANY LAW,
STATUTE, ORDINANCE, OR REGULATION RELATING TO ANY SUCH ASSETS, NOR HAS ANY
NOTICE OF SUCH VIOLATION BEEN RECEIVED BY THE COMPANY OR ANY OF THE
SHAREHOLDERS, EXCEPT SUCH AS HAVE BEEN FULLY COMPLIED WITH.
(N)
CONTRACTS.
ALL CONTRACTS, LEASES, PLANS OR OTHER ARRANGEMENTS TO
WHICH THE COMPANY IS A PARTY, BY WHICH IT IS BOUND OR TO WHICH IT OR ITS ASSETS
ARE SUBJECT ARE IN FULL FORCE AND EFFECT, AND CONSTITUTE VALID AND BINDING
OBLIGATIONS OF THE COMPANY.
OTHER THAN THE OFFICE AGREEMENT AND THE SERVICES
AGREEMENT, THERE ARE NO INTER-COMPANY AGREEMENTS.
THE COMPANY IS NOT AND, TO
THE KNOWLEDGE OF ANY OF THE SHAREHOLDERS, NO OTHER PARTY TO ANY SUCH CONTRACT,
LEASE, PLAN OR OTHER ARRANGEMENT IS IN DEFAULT THEREUNDER, AND NO EVENT HAS
OCCURRED WHICH (WITH OR WITHOUT NOTICE, LAPSE OF TIME, OR THE HAPPENING OF ANY
OTHER EVENT) WOULD CONSTITUTE A DEFAULT THEREUNDER.
NO CONTRACT HAS BEEN
ENTERED INTO ON TERMS THAT COULD REASONABLY BE EXPECTED TO HAVE AN ADVERSE
EFFECT ON THE COMPANY.
NONE OF THE SHAREHOLDERS HAVE RECEIVED ANY INFORMATION
THAT WOULD CAUSE THE COMPANY OR THE SHAREHOLDERS TO CONCLUDE THAT ANY CUSTOMER
OF THE COMPANY WILL (OR IS LIKELY TO) CEASE DOING BUSINESS WITH THE COMPANY (OR
ITS SUCCESSORS) AS A RESULT OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY.