AGENCY OR AUTHORITY, OR
(C) CONTRAVENE, CONFLICT WITH, OR RESULT IN A VIOLATION OR BREACH OF ANY
PROVISION OF, OR GIVE ANY PERSON OR ENTITY THE RIGHT TO DECLARE A DEFAULT OR
EXERCISE ANY REMEDY UNDER, OR TO ACCELERATE THE MATURITY OR PERFORMANCE OF, OR
TO CANCEL, TERMINATE OR MODIFY, ANY CONTRACT OR OTHER ARRANGEMENT TO WHICH
SELLER, LESLEY OR PETRIE IS A PARTY OR BY WHICH A SELLER, LESLEY OR PETRIE IS
BOUND OR TO WHICH ANY OF THE ASSETS IS SUBJECT (OR RESULT IN THE IMPOSITION OF
ANY SECURITY INTEREST UPON ANY OF THE ASSETS).
6.6
ACTIONS, SUITS AND PROCEEDINGS. EXCEPT AS SET FORTH ON SCHEDULE
6.6, THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS PENDING OR THREATENED AGAINST
SELLER OR ANY OF THE ASSETS IN ANY COURT OR BEFORE ANY FEDERAL, STATE, MUNICIPAL
OR OTHER GOVERNMENTAL AGENCY OR BEFORE ANY OTHER PRIVATE OR PUBLIC TRIBUNAL OR
QUASI-TRIBUNAL WHICH, (A) IF DECIDED ADVERSELY TO SELLER, WOULD HAVE A
MATERIALLY ADVERSE EFFECT UPON THE BUSINESS OR ASSETS, (B) SEEK TO RESTRAIN OR
PROHIBIT THE TRANSACTION CONTEMPLATED HEREBY OR OBTAIN ANY DAMAGES IN CONNECTION
THEREWITH, OR (C) IN ANY WAY CALL INTO QUESTION THE VALIDITY OF THIS AGREEMENT
OR THE OTHER TRANSACTION DOCUMENTS. MOREOVER, SELLER IS NOT IN DEFAULT WITH
RESPECT TO ANY ORDER OF ANY COURT OR GOVERNMENTAL AGENCY ENTERED AGAINST IT IN
RESPECT OF THE BUSINESS OR ASSETS. SELLER HAS NOT RECEIVED NOTICE, FORMALLY OR
OTHERWISE, OF ANY JUDGMENTS, ORDERS, DECREES, STIPULATIONS, SETTLEMENT
AGREEMENTS, LIENS OR INJUNCTIONS, RELATING IN ANY WAY TO THE ASSETS, WHICH HAVE
NOT BEEN WHOLLY AND COMPLETELY SETTLED, COMPLIED WITH AND DISCHARGED.
6.7
NO MATERIAL VIOLATIONS. SELLER IS NOT IN VIOLATION OF ANY
APPLICABLE LAW, RULE OR REGULATION RELATING TO THE BUSINESS THAT WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIALLY ADVERSE EFFECT ON THE BUSINESS, AND,
TO THE KNOWLEDGE OF SELLER, THERE ARE NO REQUESTS, CLAIMS, NOTICES,
INVESTIGATIONS, DEMANDS, ADMINISTRATIVE PROCEEDINGS, HEARINGS OR OTHER
GOVERNMENTAL CLAIMS AGAINST SELLER ALLEGING THE EXISTENCE OF ANY SUCH VIOLATION.
FOR THE PURPOSES OF THIS AGREEMENT, "KNOWLEDGE OF SELLER" MEANS THE KNOWLEDGE OF
GARY LESLEY, AFTER INQUIRY AND INVESTIGATION.
6.8
TITLE; SECURITY INTERESTS. SELLER HAS GOOD AND MARKETABLE TITLE TO
ALL PROPERTY INCLUDED IN THE ASSETS, FREE AND CLEAR OF ALL LIABILITY,
OBLIGATIONS, MORTGAGES, LIENS, PLEDGES, CHARGES AND ENCUMBRANCES (OTHER THAN
PROPERTY TAXES NOT YET DUE AND PAYABLE). IMMEDIATELY AFTER THE EFFECTIVE DATE,
BUYER WILL OWN ALL OF THE RIGHTS, TITLE AND INTEREST IN AND TO THE ASSETS.
7
6.9
CONDITION OF ASSETS. ALL OF THE ASSETS HAVE BEEN MAINTAINED IN
ACCORDANCE WITH NORMAL INDUSTRY PRACTICE, AND ARE IN GOOD OPERATING CONDITION
AND REPAIR, SUBJECT TO NORMAL WEAR AND TEAR.
6.10
ASSIGNED CONTRACTS. SELLER AND, TO THE KNOWLEDGE OF SELLER, EACH
OTHER PARTY THERETO, HAS PERFORMED ALL OBLIGATIONS REQUIRED TO BE PERFORMED
UNDER THE ASSIGNED CONTRACTS TO DATE, AND ARE NOT IN DEFAULT UNDER ANY ASSIGNED
CONTRACT. THE ASSIGNED CONTRACTS ARE EACH IN FULL FORCE AND EFFECT AND ARE
ASSIGNABLE TO BUYER WITHOUT THE CONSENT OF THIRD PARTIES,