MAY BE LIMITED BY THE
EFFECT OF (I) BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER
SIMILAR LEGAL REQUIREMENTS RELATING TO OR AFFECTING THE RIGHTS OF CREDITORS OR
(II) GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER ENFORCEABILITY IS
CONSIDERED IN A PROCEEDING AT LAW OR IN EQUITY) WITH NO EXISTING OR, TO SELLER'S
KNOWLEDGE, THREATENED DEFAULT OR DISPUTE BY SELLER OR, TO SELLER'S KNOWLEDGE,
ANY OTHER PARTY THERETO.
SELLER HAS FULFILLED, OR TAKEN ALL ACTION NECESSARY TO
ENABLE IT TO FULFILL WHEN DUE, ALL OF ITS MATERIAL OBLIGATIONS UNDER EACH OF
SUCH MATERIAL CONTRACTS.
TO SELLER'S KNOWLEDGE, ALL PARTIES TO SUCH MATERIAL
CONTRACTS HAVE COMPLIED IN ALL MATERIAL RESPECTS WITH THE PROVISIONS THEREOF, NO
PARTY IS IN MATERIAL DEFAULT THEREUNDER AND NO NOTICE OF ANY CLAIM OF DEFAULT
HAS BEEN GIVEN TO SELLER.
3.7
NO CONFLICT OR VIOLATION; CONSENTS.
EXCEPT AS SET FORTH IN
SECTION 3.7 OF THE DISCLOSURE SCHEDULE, NONE OF THE EXECUTION, DELIVERY OR
PERFORMANCE OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT,
21
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, NOR
COMPLIANCE BY SELLER WITH ANY OF THE PROVISIONS HEREOF OR THEREOF, WILL (A)
VIOLATE OR CONFLICT WITH ANY PROVISION OF SELLER'S ARTICLES OF INCORPORATION OR
BYLAWS, (B) VIOLATE, CONFLICT WITH, OR RESULT IN A BREACH OF OR CONSTITUTE A
DEFAULT (WITH OR WITHOUT NOTICE OR THE PASSAGE OF TIME) IN ANY MATERIAL RESPECT
UNDER, OR RESULT IN THE TERMINATION OF, OR ACCELERATE THE PERFORMANCE REQUIRED
BY, OR RESULT IN A RIGHT TO TERMINATE, ACCELERATE, MODIFY OR CANCEL UNDER, OR
REQUIRE A NOTICE UNDER, OR RESULT IN THE CREATION OF ANY ENCUMBRANCE UPON ANY OF
THE TRANSFERRED ASSETS UNDER, ANY MATERIAL CONTRACT, FRANCHISE, PERMIT,
INDENTURE OR MORTGAGE FOR BORROWED MONEY, INSTRUMENT OF INDEBTEDNESS, SECURITY
INTEREST OR OTHER ARRANGEMENT TO WHICH SELLER IS A PARTY OR BY WHICH SELLER IS
BOUND OR TO WHICH THE TRANSFERRED ASSETS OR ANY PORTION THEREOF ARE SUBJECT;
PROVIDED, THAT, FOR PURPOSES OF THIS CLAUSE 3.7(B), THIS REPRESENTATION SHALL BE
AS OF THE DATE THE DEFINITIVE SCHEDULE OF MATERIAL CONTRACTS IS DELIVERED TO
PURCHASER AND AT CLOSING, (C) VIOLATE ANY APPLICABLE LEGAL REQUIREMENT IN ANY
MATERIAL RESPECT OR COURT ORDER OR (D) IMPOSE ANY ENCUMBRANCE ON ANY TRANSFERRED
ASSETS OR THE BUSINESS.
EXCEPT AS SET FORTH IN SECTION 3.7 OF THE DISCLOSURE
SCHEDULE, NO NOTICES TO, DECLARATION, FILING OR REGISTRATION WITH, APPROVALS OR
CONSENTS OF, OR ASSIGNMENTS BY, ANY PERSONS (INCLUDING ANY FEDERAL, STATE OR
LOCAL GOVERNMENTAL OR ADMINISTRATIVE AUTHORITIES) ARE NECESSARY TO BE MADE OR
OBTAINED BY SELLER IN CONNECTION WITH THE EXECUTION, DELIVERY OR PERFORMANCE OF
THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
EXCEPT AS SET FORTH IN SECTION 3.7
OF THE DISCLOSURE SCHEDULE, AS OF THE DATE HEREOF, THE ASSUMED LIABILITIES DO
NOT, AND AS OF THE CLOSING WILL NOT, INCLUDE ANY INDEBTEDNESS FOR BORROWED MONEY
(INCLUDING ANY CAPITAL LEASE) OR OUTSTANDING LETTER OF CREDIT OR SIMILAR
OBLIGATION.
3.8
PERMITS.
SELLER HAS ALL PERMITS REQUIRED UNDER ANY APPLICABLE
LEGAL REQUIREMENT IN