PARTY NOTICES AND PROCURED THE
MATERIAL THIRD PARTY CONSENTS, APPROVALS, AND WAIVERS NECESSARY TO PERMIT THE
CONSUMMATION BY THE SELLER OF THE TRANSACTIONS CONTEMPLATED HEREBY AS SET FORTH
ON §3.7 OF THE DISCLOSURE SCHEDULE, INCLUDING OBTAINING A RELEASE OF THE LIENS
DESCRIBED IN §3.5 OF THE DISCLOSURE SCHEDULE.
14
3.8.
PROPERTY, PLANT AND EQUIPMENT. THE PERSONAL PROPERTY AND OTHER
TANGIBLE ASSETS INCLUDED IN THE ACQUIRED ASSETS THAT ARE MATERIAL TO THE
OPERATION OF THE ACQUIRED LOCATION AS CONDUCTED ON THE CLOSING DATE ARE IN GOOD
OPERATING CONDITION AND REPAIR (SUBJECT TO NORMAL WEAR AND TEAR, SCHEDULED
MAINTENANCE, AND RETIREMENT). THE SELLER HAS OBTAINED AN ESTOPPEL FROM THE
LESSOR UNDER THE LEASE IN RESPECT OF REAL PROPERTY RELATING TO THE ACQUIRED
LOCATION.
3.9.
LITIGATION. THERE ARE NO ACTIONS TO WHICH THE SELLER IS A PARTY
(EITHER AS PLAINTIFF OR DEFENDANT) OR TO WHICH THE ACQUIRED ASSETS ARE SUBJECT
PENDING OR, TO THE SELLER'S KNOWLEDGE, THREATENED THAT, INDIVIDUALLY OR
COLLECTIVELY, WOULD BE REASONABLY LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT,
OR THAT QUESTION THE VALIDITY OF THIS AGREEMENT OR OF ANY ACTION TAKEN OR TO BE
TAKEN PURSUANT TO OR IN CONNECTION WITH THE PROVISIONS OF THIS AGREEMENT. THERE
ARE NO OUTSTANDING JUDGMENTS, ORDERS, DECREES, CITATIONS, FINES OR PENALTIES OR
WRITTEN NOTICES OF VIOLATION AGAINST THE SELLER AFFECTING THE ACQUIRED ASSETS OR
THE ASSUMED LIABILITIES UNDER ANY LEGAL REQUIREMENT.
3.10.
ENVIRONMENTAL MATTERS. SELLER HAS COMPLIED WITH ALL APPLICABLE
ENVIRONMENTAL LAWS RELATING TO THE ACQUIRED LOCATION, EXCEPT FOR VIOLATION OF
ENVIRONMENTAL LAWS THAT HAVE NOT HAD AND WOULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT. THERE IS NO PENDING OR, TO SELLER'S KNOWLEDGE,
THREATENED IN WRITING CIVIL OR CRIMINAL LITIGATION, NOTICE OF VIOLATION, FORMAL
ADMINISTRATIVE PROCEEDING, OR INVESTIGATION, INQUIRY OR INFORMATION REQUEST BY
ANY GOVERNMENTAL OR ADMINISTRATIVE ENTITY RELATING TO ANY ENVIRONMENTAL LAW
RELATING TO THE ACQUIRED LOCATION. TO THE SELLER'S KNOWLEDGE, WITH RESPECT TO
THE ACQUIRED LOCATION, NO INDIVIDUAL OR ENTITY HAS ANY MATERIAL LIABILITIES OR
MATERIAL OBLIGATIONS ARISING FROM THE RELEASE OR THREATENED RELEASE OF MATERIALS
OF ENVIRONMENTAL CONCERN INTO THE ENVIRONMENT. NEITHER SELLER NOR TO SELLER'S
KNOWLEDGE ANY OTHER INDIVIDUAL OR ENTITY IS A PARTY OR BOUND BY ANY COURT ORDER,
ADMINISTRATIVE ORDER, CONSENT ORDER, OR OTHER WRITTEN AGREEMENT OR RELEASE WITH
ANY GOVERNMENTAL ENTITY ENTERED INTO IN CONNECTION WITH ANY LEGAL OBLIGATION OR
LIABILITY ARISING UNDER ANY ENVIRONMENTAL LAW WITH RESPECT TO THE ACQUIRED
LOCATION. TO THE SELLER'S KNOWLEDGE, THE SELLER DOES NOT POSSESS ANY DOCUMENTS
(WHETHER IN HARD COPY OR ELECTRONIC FORM) THAT CONTAIN ANY MATERIAL
ENVIRONMENTAL REPORTS, INVESTIGATIONS, OR AUDITS RELATING TO THE ACQUIRED
LOCATION. EXCEPT AS DESCRIBED IN §3.10 OF THE DISCLOSURE SCHEDULE OR AS HAS NOT
HAD OR WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT: (I)
THE SELLER HAS ALL MATERIAL PERMITS, LICENSES AND OTHER AUTHORIZATIONS REQUIRED
TO OPERATE THE ACQUIRED LOCATION UNDER ANY APPLICABLE ENVIRONMENTAL LAWS AND
(II) NEITHER THE EXECUTION OF THIS AGREEMENT NOR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY WILL REQUIRE ANY