BUSINESS, OTHER THAN SALES
OF INVENTORY AND DISPOSAL OF OBSOLETE, DAMAGED OR DEFECTIVE INVENTORY OR OTHER
ASSETS IN THE ORDINARY COURSE OF BUSINESS;
(C)
SELLER HAS NOT INCREASED THE SALARY, BONUS OR OTHER COMPENSATION
PAYABLE TO ANY OFFICER OR EMPLOYEE OF SELLER OTHER THAN IN THE ORDINARY COURSE
OF BUSINESS CONSISTENT WITH PAST PRACTICE;
(D)
SELLER HAS NOT ENTERED INTO, MODIFIED OR TERMINATED ANY CONTRACT
OR TRANSACTION INVOLVING A TOTAL REMAINING COMMITMENT OF AT LEAST $250,000 OTHER
THAN IN THE
19
ordinary course of business, or received written notice of termination of any
material contract or transaction;
(E)
SELLER HAS NOT ENTERED INTO ANY AGREEMENT TO TAKE ANY OF THE
ACTIONS SET FORTH IN SUBSECTIONS (B) THROUGH (D) OF THIS SECTION 3.7; AND
(F)
SELLER HAS NOT TAKEN OR FAILED TO TAKE ANY OTHER ACTION WHICH
ACTION OR FAILURE WOULD VIOLATE SECTION 5.1 IF SUCH ACTION OR FAILURE WERE TO
OCCUR AFTER THE DATE HEREOF.
3.8
Sufficiency and Title to Assets.
Except as set forth on
Schedule 3.8:
(A)
NO PROCEEDING IS PENDING OR, TO THE KNOWLEDGE OF SELLER,
THREATENED FOR THE TAKING OR CONDEMNATION OF ALL OR ANY PORTION OF THE REAL
PROPERTY.
THE REAL PROPERTY IS ALL OF THE REAL PROPERTY OWNED BY SELLER.
SELLER HAS NOT ENTERED INTO ANY AGREEMENTS GIVING ANY PERSON ANY RIGHT TO LEASE,
SUBLEASE OR OTHERWISE OCCUPY ANY PORTION OF THE REAL PROPERTY.
TO THE KNOWLEDGE
OF SELLER, TRUE AND COMPLETE COPIES OF ALL SURVEYS OF THE REAL PROPERTY IN
SELLER'S POSSESSION HAVE HERETOFORE BEEN FURNISHED TO PURCHASER.
THERE ARE NO
ONGOING PROCEEDINGS (JUDICIAL OR, TO THE KNOWLEDGE OF SELLER, LEGISLATIVE),
CLAIMS OR DISPUTES OF WHICH SELLER HAS NOTICE AFFECTING ANY REAL PROPERTY THAT
MIGHT CURTAIL OR INTERFERE WITH THE USE OF SUCH PROPERTY.
TO THE KNOWLEDGE OF
SELLER, EACH REAL PROPERTY IS IN MATERIAL COMPLIANCE WITH ALL LAWS, INCLUDING
(I) THE AMERICANS WITH DISABILITIES ACT, 42 U.S.C. § 12102, ET SEQ., TOGETHER
WITH ALL RULES, REGULATIONS AND OFFICIAL INTERPRETATIONS PROMULGATED PURSUANT
THERETO, AND (II) ALL LAWS WITH RESPECT TO ZONING, BUILDING, FIRE, LIFE SAFETY,
HEALTH CODES AND SANITATION.
SELLER HAS NOT, SINCE JUNE 1, 2001, RECEIVED ANY
NOTICES OF EXISTING VIOLATIONS OF ANY LAWS APPLICABLE TO ANY REAL PROPERTY.
SINCE JANUARY 1, 2001, SELLER HAS NOT RECEIVED ANY NOTICE OF, OR OTHER WRITING
REFERRING TO, ANY REQUIREMENTS OR RECOMMENDATIONS BY ANY INSURANCE COMPANY THAT
HAS ISSUED A POLICY COVERING ANY PART OF THE REAL PROPERTY OR BY ANY BOARD OF
FIRE UNDERWRITERS OR OTHER BODY EXERCISING SIMILAR FUNCTIONS, REQUIRING OR
RECOMMENDING ANY REPAIRS OR WORK TO BE DONE ON ANY PART OF THE REAL PROPERTY,
WHICH REPAIR OR WORK HAS NOT BEEN COMPLETED.
TO THE KNOWLEDGE OF SELLER, SELLER
HAS OBTAINED ALL APPROPRIATE CERTIFICATES OF OCCUPANCY REQUIRED TO USE AND
OPERATE THE REAL PROPERTY LOCATED IN THE STATE OF CALIFORNIA IN THE MANNER IN
WHICH SUCH REAL PROPERTY IS CURRENTLY BEING USED AND OPERATED.
TRUE AND
COMPLETE COPIES OF ALL SUCH CERTIFICATES HAVE HERETOFORE BEEN FURNISHED TO
PURCHASER.
(B)
THE REAL