ALT
CONFORM IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS AND SUCH IMPROVEMENTS
DO NOT ENCROACH IN ANY MATERIAL RESPECT ON THE PROPERTY OF OTHERS. ALL
IMPROVEMENTS ARE SUPPLIED WITH UTILITIES (INCLUDING, WITHOUT LIMITATION, WATER,
SEWAGE, DISPOSAL, ELECTRICITY, GAS, AND TELEPHONE) NECESSARY FOR THE OPERATION
OF SUCH IMPROVEMENTS AS CURRENTLY OPERATED.
NEITHER THE WHOLE NOR ANY PORTION
OF THE IMPROVEMENTS HAVE BEEN CONDEMNED, REQUISITIONED OR OTHERWISE TAKEN BY ANY
GOVERNMENTAL AUTHORITY, AND SELLER HAS NOT RECEIVED ANY NOTICE THAT ANY SUCH
CONDEMNATION, REQUISITION, OR TAKING IS THREATENED, WHICH CONDEMNATION,
REQUISITION, OR TAKING WOULD PRECLUDE OR MATERIALLY IMPAIR THE CURRENT USE
THEREOF.
(II)
THE REAL PROPERTY IS ZONED TO PERMIT THE CONDUCT OF THE BUSINESS
OF ALT AS PRESENTLY CONDUCTED AND A CERTIFICATE OF OCCUPANCY OR OTHER SIMILAR
GOVERNMENTAL APPROVAL TO CONDUCT ITS BUSINESS HAS BEEN ISSUED AND IS IN GOOD
STANDING, AND ALT IS AUTHORIZED TO CONDUCT ITS BUSINESS ON ALL OR ANY PART OF
ITS REAL PROPERTY.
(III)
EXCEPT AS SET FORTH IN SCHEDULE 6.1(L), SELLER HAS NOT RECEIVED
ANY WRITTEN NOTICE THAT IT IS IN VIOLATION OF, AND SELLER HAS NO KNOWLEDGE THAT
IT IS IN MATERIAL VIOLATION OF, ANY ZONING, USE, OCCUPANCY, BUILDING, WETLANDS,
ORDINANCE, OR OTHER LAW RELATING TO THE IMPROVEMENTS, INCLUDING ANY
ENVIRONMENTAL LAW.
(M)
INVENTORIES.
THE VALUES AT WHICH INVENTORIES ARE CARRIED ON THE
ALT BALANCE SHEETS REFLECT THE NORMAL INVENTORY VALUATION POLICIES OF ALT.
(N)
CONTRACTS, ETC.
AS USED IN THIS AGREEMENT, THE TERM "COMPANY
AGREEMENTS" SHALL MEAN ALL MORTGAGES, INDENTURES, NOTES, AGREEMENTS, CONTRACTS,
LEASES, LICENSES, FRANCHISES, OBLIGATIONS, INSTRUMENTS OR OTHER COMMITMENTS,
ARRANGEMENTS OR UNDERSTANDINGS OF ANY KIND, WHETHER WRITTEN OR ORAL, BINDING OR
NON-BINDING TO WHICH ALT IS A PARTY OR BY WHICH ALT OR ANY OF ITS PROPERTIES MAY
BE BOUND OR AFFECTED, INCLUDING ALL AMENDMENTS, MODIFICATIONS,
25
EXTENSIONS OR RENEWALS OF ANY OF THE FOREGOING. SET FORTH ON SCHEDULE 6.1(N) IS
A COMPLETE AND ACCURATE LIST OF EACH COMPANY AGREEMENT WHICH IS MATERIAL TO THE
BUSINESS, OPERATIONS, ASSETS, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OF
ALT AND INVOLVES THE PAYMENT OR RECEIPT OF CONSIDERATION IN EXCESS OF $25,000
OVER THE TERM OF SUCH COMPANY AGREEMENT (THE "MATERIAL COMPANY AGREEMENTS").
TRUE AND CORRECT COPIES OF ALL WRITTEN MATERIAL COMPANY AGREEMENTS AND AN
ACCURATE, COMPLETE AND WRITTEN DESCRIPTION OF ALL VERBAL MATERIAL COMPANY
AGREEMENTS HAVE BEEN PROVIDED TO APOLLO. EXCEPT AS DISCLOSED IN SCHEDULE 6.1(N),
NEITHER ALT NOR, TO THE KNOWLEDGE OF SELLER, ANY OTHER PARTY TO ANY MATERIAL
COMPANY AGREEMENT, IS IN DEFAULT THEREUNDER, AND NO EVENT HAS OCCURRED WHICH,
WITH THE PASSAGE OF TIME OR THE GIVING OF NOTICE, OR BOTH, WOULD CONSTITUTE A
DEFAULT BY ALT THEREUNDER, OR TO SELLER'S KNOWLEDGE, BY ANY OTHER PARTY TO ANY
SUCH CONTRACT OR AGREEMENT.
(O)
TRANSACTIONS WITH AFFILIATES.
SCHEDULE 6.1(O) IS A TRUE, CORRECT,
AND COMPLETE LIST OF ALL EXISTING BUSINESS RELATIONSHIPS BETWEEN ALT AND ANY OF
THE AFFILIATES OF ALT THAT RELATE IN ANY MATERIAL WAY TO THE CONDUCT OF ALT'S
BUSINESS AND THAT ARE EXPECTED TO CONTINUE AFTER THE