LEASED PREMISES (THE "LEASES"), WHICH LEASES ARE IN FULL FORCE
AND EFFECT AND HAVE NOT BEEN AMENDED OR MODIFIED.
OTHER THAN AS SET FORTH ON
SCHEDULE 2.6(A)(III), NO MDL GROUP COMPANY OR SELLER HAS ENTERED INTO ANY
MATERIAL SUBLEASE, LICENSE, OPTION, RIGHT, CONCESSION OR OTHER AGREEMENT OR
ARRANGEMENT GRANTING TO ANY PERSON THE RIGHT TO USE OR OCCUPY SUCH LEASED
PREMISES OR ANY PORTION THEREOF OR INTEREST THEREIN.
(B)
THE APPLICABLE SELLER OR MDL GROUP COMPANY, AS THE CASE MAY BE,
HAS A VALID LEASEHOLD INTEREST IN ALL LEASED PREMISES.
WITH RESPECT TO EACH
LEASE, (I) SUCH LEASE IS A VALID AND BINDING OBLIGATION OF THE APPLICABLE SELLER
OR ITS APPLICABLE SUBSIDIARY AND, TO SELLERS' KNOWLEDGE, EACH OTHER PARTY TO
SUCH LEASE, AND IS IN FULL FORCE AND EFFECT, (II) NEITHER THE APPLICABLE SELLER
NOR MDL GROUP COMPANY NOR, TO SELLERS' KNOWLEDGE, ANY OTHER PARTY TO ANY LEASE
IS IN MATERIAL BREACH OR MATERIAL DEFAULT IN ANY RESPECT UNDER THE TERMS OF SUCH
LEASE AND, TO SELLERS' KNOWLEDGE, NO EVENT HAS OCCURRED WHICH, WITH NOTICE OR
LAPSE OF TIME OR BOTH, WOULD CONSTITUTE A MATERIAL BREACH OR MATERIAL DEFAULT OR
PERMIT TERMINATION, MODIFICATION OR ACCELERATION THEREUNDER, (III) NEITHER THE
APPLICABLE SELLER NOR MDL GROUP COMPANY HAS ASSIGNED, TRANSFERRED, CONVEYED,
MORTGAGED, DEEDED IN TRUST OR ENCUMBERED ANY INTEREST IN THE LEASEHOLD OR
SUBLEASEHOLD OF ANY LEASE, AND (IV) NO SELLER NOR ANY MDL GROUP COMPANY HAS
RECEIVED ANY WRITTEN NOTICE THAT ANY LEASED PREMISES IS SUBJECT TO ANY ORDER TO
BE SOLD, CONDEMNED, EXPROPRIATED OR OTHERWISE TAKEN BY ANY GOVERNMENTAL ENTITY,
WITH OR WITHOUT PAYMENT OF COMPENSATION THEREFOR, AND, TO SELLERS' KNOWLEDGE, NO
SUCH SALE, CONDEMNATION, EXPROPRIATION OR TAKING HAS BEEN THREATENED.
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(C)
SCHEDULE 2.6(C) SETS FORTH EACH LEASE REQUIRING A CONSENT OR OTHER
ACTION BY ANY PERSON AS A RESULT OF THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT.
SECTION 2.7
ABSENCE OF CERTAIN CHANGES.
EXCEPT AS SET FORTH ON
SCHEDULE 2.7, SINCE THE DATE OF THE CURRENT BALANCE SHEET, (I) EACH MDL GROUP
COMPANY HAS CONDUCTED ITS BUSINESS IN THE ORDINARY COURSE OF BUSINESS CONSISTENT
WITH PAST PRACTICE, (II) THERE HAS NOT BEEN ANY CHANGE, EVENT, CIRCUMSTANCE,
EFFECT OR OCCURRENCE THAT HAS HAD OR WOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT ON THE BUSINESS, AND (III) THERE HAS NOT BEEN (A) ANY
DAMAGE, DESTRUCTION OR OTHER CASUALTY LOSS (WHETHER OR NOT COVERED BY INSURANCE)
AFFECTING AND MATERIAL TO THE BUSINESS, THE ASSETS OR THE ADDITIONAL ASSETS, OR
(B) ANY MATERIAL LABOR DISPUTE, OTHER THAN ROUTINE INDIVIDUAL GRIEVANCES, OR ANY
ACTIVITY OR PROCEEDING BY A LABOR UNION OR REPRESENTATIVE THEREOF TO ORGANIZE
ANY EMPLOYEES OF THE BUSINESS, OR ANY MATERIAL LOCKOUTS, STRIKES, SLOWDOWNS,
WORK STOPPAGES OR THREATS THEREOF BY OR WITH RESPECT TO SUCH EMPLOYEES.
SECTION 2.8
EMPLOYEES; EMPLOYEE BENEFIT PLANS; EMPLOYEE EMPLOYMENT
AGREEMENTS.
(A)
SCHEDULE 2.8(A) SETS FORTH THE NAMES AND JOB TITLES OF (I) ALL
CURRENT EMPLOYEES OF MDL US WHO ARE EMPLOYED BY MDL US PRIMARILY IN RELATION TO
THE BUSINESS AS