BREACH OR
DEFAULT AND, TO THE KNOWLEDGE OF THE SELLER, NO EVENT HAS OCCURRED WHICH, WITH
NOTICE OR LAPSE OF TIME OR BOTH, WOULD CONSTITUTE SUCH A BREACH OR DEFAULT OR
PERMIT ANY TERMINATION, MODIFICATION OR ACCELERATION, UNDER SUCH LEASE;
(III)
NO SOLD COMPANY OR SUBSIDIARY OR, TO THE
KNOWLEDGE OF THE SELLER, NO OTHER PARTY TO ANY SUCH LEASE, HAS REPUDIATED OR
DISAVOWED ANY MATERIAL PROVISION THEREOF;
(IV)
SUCH LEASE WILL CONTINUE TO BE BINDING UPON
THE PARTIES THERETO IN ACCORDANCE WITH ITS TERMS FOLLOWING THE CLOSING, EXCEPT
AS MAY RESULT FROM ACTIONS THAT MAY BE TAKEN BY THE BUYER OR ITS AFFILIATES
FOLLOWING THE CLOSING, AND EXCEPT FOR LEASES REFERRED TO IN SCHEDULE 3.4;
(V)
THERE ARE NO ZONING, BUILDING, RESTRICTIVE
COVENANTS OF RECORD, OR OTHER SIMILAR LOCAL LAWS OR RESTRICTIONS WHICH MAY
REASONABLY BE EXPECTED TO MATERIALLY IMPAIR THE CURRENT USE OF ANY REAL PROPERTY
SUBJECT TO SUCH LEASE;
(VI)
EXCEPT AS DISCLOSED ON SCHEDULE 3.7(B), NONE
OF THE SELLER, THE SOLD COMPANIES OR SUBSIDIARIES HAS SUBJECTED OR CAUSED TO BE
SUBJECTED ANY LEASE TO ANY LIENS OTHER THAN PERMITTED LIENS;
(VII)
NEITHER THE SELLER NOR ANY OF THE SOLD COMPANIES
OR THE SUBSIDIARIES HAS ANY KNOWLEDGE OF ANY PENDING OR THREATENED CONDEMNATION
PROCEEDINGS RELATING TO ANY REAL PROPERTY SUBJECT TO ANY LEASE;
(VIII)
EXCEPT AS SET FORTH ON SCHEDULE 3.7(B) AND EXCEPT
FOR ANY RIGHT OF ENTRY GRANTED TO A LANDLORD PURSUANT TO A LEASE, THERE ARE NO
SUBLEASES, LICENSES,
22
CONCESSIONS OR OTHER WRITTEN AGREEMENTS GRANTING TO ANY PARTY THE RIGHT OF
ENTRY, USE OR OCCUPANCY OF ANY PORTION OF ANY REAL PROPERTY SUBJECT TO ANY
LEASE; AND
(IX)
THERE ARE NO PARTIES (OTHER THAN ONE OR MORE
OF THE SOLD COMPANIES OR THE SUBSIDIARIES) IN POSSESSION OF ANY REAL PROPERTY
SUBJECT TO ANY LEASE, OTHER THAN TENANTS UNDER ANY WRITTEN SUBLEASES DISCLOSED
IN SCHEDULE 3.7(B) WHO ARE IN POSSESSION OF SPACE WHICH THEY ARE LEGALLY
ENTITLED TO OCCUPY.
(C)
EXCEPT AS SET FORTH ON SCHEDULE 3.7(C) AND
EXCEPT WITH RESPECT TO ASSETS AND PROPERTY LOCATED ON THE PARCEL AT BILLINGS,
MONTANA, (I) THE SOLD COMPANIES AND THE SUBSIDIARIES OWN GOOD TITLE OR LEASE
UNDER VALID WRITTEN LEASES ALL BUILDINGS, MACHINERY, EQUIPMENT AND OTHER
TANGIBLE AND INTANGIBLE ASSETS NECESSARY FOR THE CONDUCT OF THEIR BUSINESSES AS
PRESENTLY CONDUCTED FREE AND CLEAR OF ALL LIENS OTHER THAN PERMITTED LIENS AND
(II) THE BUILDINGS, FIXTURES AND EQUIPMENT AND OTHER ASSETS AND PROPERTIES OWNED
OR LEASED BY THE SOLD COMPANIES, AND THE SUBSIDIARIES (AND, TO THE SELLER'S
KNOWLEDGE, ALL VENTURE ENTITIES) REASONABLY NECESSARY FOR THE CONDUCT OF THEIR
BUSINESS AS PRESENTLY CONDUCTED ARE IN SUFFICIENT OPERATING CONDITION AND REPAIR
TO PERMIT THEIR USE IN THE CONTINUING OPERATIONS OF THE SOLD COMPANIES, THE
SUBSIDIARIES AND THE VENTURE ENTITIES AS SUCH OPERATIONS ARE PRESENTLY
CONDUCTED, SUBJECT TO NORMAL WEAR AND TEAR.
3.8
Contracts.
(A)
EXCEPT AS SET FORTH ON ANY SCHEDULE TO THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE SCHEDULES RELATED TO THIS SECTION
3.8(A) AND FOR AGREEMENTS AND ARRANGEMENTS