THERE ARE NO OUTSTANDING JUDGMENTS, ORDERS, INJUNCTIONS, DECREES,
STIPULATIONS OR AWARDS (WHETHER RENDERED BY A COURT, ADMINISTRATIVE AGENCY,
ARBITRAL BODY OR GOVERNMENTAL AUTHORITY) AGAINST ANY SELLER, THE PURCHASED
ASSETS OR THE BUSINESS.
(B)
ALL CLAIMS, WHETHER IN CONTRACT OR TORT, FOR
DEFECTIVE OR ALLEGEDLY DEFECTIVE PRODUCTS OR WORKMANSHIP PENDING OR, TO THE
KNOWLEDGE OF ANY SELLER, THREATENED, AGAINST ANY SELLER ARE LISTED OR DESCRIBED
IN SCHEDULE 5.1.12(B).
5.1.13.
COMPLIANCE WITH LAWS; PERMITS.
(A)
EXCEPT AS DESCRIBED
IN SCHEDULE 5.1.13(A), EACH SELLER HAS COMPLIED WITH ALL LAWS.
NO SELLER KNOWS
OF ANY FACT, CIRCUMSTANCE, CONDITION OR SITUATION EXISTING WHICH, AFTER NOTICE
OR LAPSE OF TIME OR BOTH, WOULD CONSTITUTE NONCOMPLIANCE BY ANY SELLER OR GIVE
RISE TO ANY FUTURE LIABILITY OF ANY
20
SELLER WITH RESPECT TO ANY LAW HERETOFORE OR CURRENTLY IN EFFECT.
NO SELLER IS
REQUIRED TO MAKE ANY MATERIAL EXPENDITURE TO ACHIEVE OR MAINTAIN COMPLIANCE WITH
ANY LAW.
NEITHER THE USE, CONDITION NOR OTHER ASPECT OF ANY OF THE PURCHASED
ASSETS OR OTHER RIGHT, PROPERTY OR ASSET USED IN OR ASSOCIATED WITH THE BUSINESS
IS OR HAS BEEN IN VIOLATION OF ANY APPLICABLE LAW.
EXCEPT AS SET FORTH IN
SCHEDULE 5.1.13(A), NO SELLER HAS RECEIVED NOTICE OF ANY VIOLATION OF ANY LAW,
OR ANY POTENTIAL LIABILITY UNDER ANY LAW, RELATING TO THE OPERATION OF THE
BUSINESS OR TO ANY OF ITS ASSETS (INCLUDING THE PURCHASED ASSETS), OPERATIONS,
PROCESSES, RESULTS OR PRODUCTS, NOR IS ANY SELLER AWARE OF ANY SUCH VIOLATION OR
POTENTIAL LIABILITY.
NO SELLER IS AWARE OF ANY PRESENT REQUIREMENT OF ANY
APPLICABLE LAW WHICH IS DUE TO BE IMPOSED ON ANY SELLER OR THE BUSINESS THAT IS
REASONABLY LIKELY TO INCREASE THE COST OF COMPLYING WITH SUCH LAW.
(B)
SCHEDULE 2.1(A)(IV) SETS FORTH A LIST OF
EACH GOVERNMENT OR REGULATORY LICENSE, AUTHORIZATION, PERMIT, FRANCHISE, CONSENT
AND APPROVAL (THE "PERMITS") ISSUED AND HELD BY OR ON BEHALF OF ANY SELLER AND
REQUIRED TO BE SO ISSUED AND HELD TO CARRY ON THE BUSINESS AS CURRENTLY
CONDUCTED.
EXCEPT AS DISCLOSED IN SCHEDULE 5.1.13(B), SUCH SELLER IS THE
AUTHORIZED LEGAL HOLDER OF THE PERMITS, AND EACH PERMIT IS VALID AND IN FULL
FORCE AND EFFECT.
NO SELLER IS IN DEFAULT UNDER, AND NO CONDITION EXISTS THAT
WITH NOTICE OR LAPSE OF TIME OR BOTH COULD CONSTITUTE A DEFAULT OR COULD GIVE
RISE TO A RIGHT OF TERMINATION, CANCELLATION OR ACCELERATION UNDER, ANY MATERIAL
PERMIT HELD BY SUCH SELLER.
5.1.14.
PURCHASED ASSETS; PROPERTIES; SUFFICIENCY OF ASSETS.
(A)
EXCEPT FOR INVENTORY DISPOSED OF IN THE ORDINARY COURSE OF BUSINESS OF SELLERS,
SELLERS HAVE GOOD TITLE TO, OR IN THE CASE OF LEASED PROPERTY HAS VALID
LEASEHOLD INTERESTS IN, THE PURCHASED ASSETS AND ALL OTHER PROPERTY AND ASSETS
(WHETHER REAL OR PERSONAL, TANGIBLE OR INTANGIBLE) REFLECTED IN THE LEADER
CANADA REFERENCE BALANCE SHEET OR ACQUIRED AFTER THE DATE THEREOF, FREE AND
CLEAR OF ALL LIENS, EXCEPT FOR LIENS DISCLOSED IN SCHEDULE 5.1.14(A).
(B)
SCHEDULE 5.1.14(B) SETS FORTH A LIST OF ALL
REAL PROPERTY AND IMPROVEMENTS OWNED IN FEE SIMPLE TITLE BY