AND OPERATED,
EXCEPT THOSE THE ABSENCE OF WHICH WOULD NOT MATERIALLY ADVERSELY AFFECT THEIR
RESPECTIVE BUSINESSES. THE PARENT AND MERGER SUB HAVE NOT RECEIVED ANY WRITTEN
OR ORAL NOTICE OR CLAIM PERTAINING TO THE FAILURE TO OBTAIN ANY MATERIAL PERMIT,
CERTIFICATE, LICENSE, APPROVAL OR OTHER AUTHORIZATION REQUIRED BY ANY FEDERAL,
STATE OR LOCAL AGENCY OR OTHER REGULATORY BODY, THE FAILURE OF WHICH TO OBTAIN
WOULD MATERIALLY AND ADVERSELY AFFECT THEIR RESPECTIVE BUSINESSES.
4.18
RESTRICTIONS ON BUSINESS ACTIVITIES.
EXCEPT AS SET FORTH IN
SCHEDULE 4.18 HERETO, THERE IS NO AGREEMENT OR ORDER BINDING UPON PARENT, OR ANY
OF ITS ASSETS OR PROPERTIES WHICH HAS HAD OR COULD REASONABLY BE EXPECTED TO
HAVE THE EFFECT OF PROHIBITING OR IMPAIRING ANY CURRENT BUSINESS PRACTICE OF
PARENT (OR FUTURE BUSINESS PRACTICE OF THE SURVIVING CORPORATION), ANY
ACQUISITION OF PROPERTY BY PARENT OR THE CONDUCT OF BUSINESS BY PARENT AS
CURRENTLY CONDUCTED OR AS PROPOSED TO BE CONDUCTED BY PARENT OTHER THAN IN THE
ORDINARY COURSE OF BUSINESS OR WHICH WOULD NOT REASONABLY BE EXPECTED TO GIVE
RISE TO A MATERIAL ADVERSE EFFECT.
4.19
TITLE TO PROPERTY.
PARENT HAS GOOD AND MARKETABLE TITLE TO ALL OF
ITS PROPERTIES, INTERESTS IN PROPERTIES AND ASSETS, REAL AND PERSONAL, REFLECTED
IN THE PARENT FINANCIAL STATEMENTS OR ACQUIRED AFTER THE FINANCIAL STATEMENT
DATE (EXCEPT PROPERTIES, INTERESTS IN PROPERTIES AND ASSETS SOLD OR OTHERWISE
DISPOSED OF SINCE THE FINANCIAL STATEMENT DATE IN THE ORDINARY COURSE OF
BUSINESS), OR WITH RESPECT TO LEASED PROPERTIES AND ASSETS, VALID LEASEHOLD
INTERESTS IN, FREE AND CLEAR OF ALL MORTGAGES, LIENS, PLEDGES, CHARGES OR
ENCUMBRANCES OF ANY KIND OR CHARACTER, EXCEPT (I) THE LIEN OF CURRENT TAXES NOT
YET DUE AND PAYABLE OR WHICH ARE BEING CONTESTED BY PARENT IN GOOD FAITH, (II)
SUCH IMPERFECTIONS OF TITLE, LIENS AND EASEMENTS AS DO NOT AND WILL NOT
MATERIALLY DETRACT FROM OR INTERFERE WITH THE USE OF THE PROPERTIES SUBJECT
THERETO OR AFFECTED THEREBY, OR OTHERWISE MATERIALLY IMPAIR BUSINESS OPERATIONS
INVOLVING SUCH PROPERTIES, (III) LIENS SECURING DEBT WHICH IS REFLECTED ON THE
PARENT FINANCIAL STATEMENTS, AND (IV) LIENS LISTED ON SCHEDULE 4.18
HERETO. THE
PROPERTY AND EQUIPMENT OF THE COMPANY THAT ARE USED IN THE OPERATIONS OF ITS
BUSINESS ARE IN GOOD OPERATING CONDITION SUBJECT TO NORMAL WEAR AND TEAR.
ALL
MATERIAL PROPERTIES USED IN THE OPERATIONS OF PARENT ARE REFLECTED IN THE PARENT
FINANCIAL STATEMENTS.
PARENT OWNS NO REAL PROPERTY.
4.20
LABOR AGREEMENTS AND LABOR RELATIONS.
EXCEPT AS SET FORTH ON
SCHEDULE 4.20(A) HERETO, PARENT HAS NO COLLECTIVE BARGAINING OR UNION CONTRACTS
OR AGREEMENTS. EXCEPT AS SET FORTH ON SCHEDULE 4.20(B) HERETO, PARENT IS IN
COMPLIANCE WITH ALL APPLICABLE LAWS RESPECTING EMPLOYMENT AND EMPLOYMENT
PRACTICES, TERMS AND CONDITIONS OF EMPLOYMENT AND WAGES AND HOURS, AND IS NOT
ENGAGED IN ANY UNFAIR LABOR PRACTICES; THERE ARE NO CHARGES OF DISCRIMINATION OR
UNFAIR LABOR PRACTICE CHARGES, OR COMPLAINTS AGAINST PARENT PENDING OR
THREATENED BEFORE ANY
23
GOVERNMENTAL OR REGULATORY AGENCY OR AUTHORITY; AND, THERE IS NO LABOR STRIKE,
DISPUTE, EMPLOYEE GRIEVANCE, DISCIPLINARY ACTION, SLOWDOWN OR STOPPAGE ACTUALLY