INVESTIGATION, REMEDIATION OR
OTHER ACTION WITH RESPECT TO MATERIALS OF ENVIRONMENTAL CONCERN, OR ANY NOTICE
TO OR CONSENT OF ANY GOVERNMENTAL AUTHORITY, PURSUANT TO ANY APPLICABLE
ENVIRONMENTAL LAWS.
3.11.
AFFILIATED TRANSACTIONS. EXCEPT AS SET FORTH ON §3.11 OF THE
DISCLOSURE SCHEDULE, NO AFFILIATE OF THE SELLER OWNS OR OTHERWISE HAS ANY RIGHTS
TO OR INTERESTS IN ANY ACQUIRED ASSET OR ASSUMED LIABILITY, OR HAS ENGAGED IN
BUSINESS DEALINGS WITH THE SELLER RELATED TO THE ACQUIRED LOCATION OTHER THAN ON
ARMS-LENGTH TERMS WHICH ARE NO LESS FAVORABLE TO THE SELLER THAN THOSE WHICH
COULD BE OBTAINED WITH A THIRD PARTY WHICH IS NOT AN AFFILIATE OF THE SELLER.
15
3.12.
ABSENCE OF CERTAIN DEVELOPMENTS. SINCE MARCH 31, 2006 (A) THERE
HAS NOT BEEN ANY MATERIAL ADVERSE CHANGE IN OR MATERIAL ADVERSE EFFECT ON THE
ACQUIRED ASSETS AND NO EVENT HAS OCCURRED OR CIRCUMSTANCE EXISTS THAT WOULD BE
REASONABLY LIKELY TO RESULT IN SUCH A CHANGE OR EFFECT AND (B) THE ACQUIRED
LOCATION HAS ONLY BEEN OPERATED IN THE ORDINARY COURSE OF BUSINESS.
3.13.
EMPLOYMENT. EXCEPT AS SET FORTH ON §3.13 OF THE DISCLOSURE
SCHEDULE, (A) THE SELLER IS NOT A PARTY TO ANY LABOR COLLECTIVE BARGAINING UNION
OR SIMILAR AGREEMENT, (B) THE EMPLOYMENT BY SELLER OF EACH HIRED EMPLOYEE IS
TERMINABLE AT WILL, (C) THE SELLER IS AND HAS BEEN IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ANY OBLIGATIONS ARISING UNDER A COLLECTIVE BARGAINING AGREEMENT OR
ANY OBLIGATIONS ARISING UNDER EMPLOYEE BENEFIT PLANS IN EACH CASE WITH RESPECT
TO THE ACQUIRED LOCATION, AND (D) THE SELLER HAS PAID OR WILL PAY IN FULL TO ALL
HIRED EMPLOYEES ALL AMOUNTS CURRENTLY DUE AND PAYABLE FOR WAGES, SALARIES,
COMMISSIONS, BONUSES, BENEFITS AND OTHER COMPENSATION ACCRUED AS OF THE CLOSING
DATE.
3.14.
CERTAIN FINANCIAL INFORMATION. THE PROFIT AND LOSS STATEMENTS
ATTACHED TO §3.14 OF THE DISCLOSURE SCHEDULE WERE PREPARED IN ACCORDANCE WITH
THE PAST CUSTOM AND PRACTICE OF THE SELLER AND FAIRLY PRESENT THE RESULTS OF
OPERATIONS OF THE ACQUIRED LOCATION SET FORTH THEREIN AS OF THE RESPECTIVE DATES
THEREOF AND FOR THE PERIODS REFERRED TO THEREIN.
3.15.
UNDISCLOSED LIABILITIES. TO THE SELLER'S KNOWLEDGE, EXCEPT FOR
LIABILITIES (I) ARISING IN THE ORDINARY COURSE OF BUSINESS SINCE DECEMBER 31,
2005, (II) UNDER THE LEASES INCLUDED IN THE ACQUIRED ASSETS, (III) FOR ACCOUNTS
PAYABLE OF THE ACQUIRED LOCATION, AND (IV) ARISING OR RESULTING FROM MASS. GEN.
LAWS CH. 62C, SECTION 51 IN CONNECTION WITH THE EXECUTION AND THE DELIVERY OF
THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE
ACQUIRED LOCATION HAS NO MATERIAL LIABILITIES THAT WOULD BE REQUIRED TO BE
DISCLOSED IN FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH GAAP.
3.16.
DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, BUYER AND BUYER
PARENT HAVE MADE SUCH EXAMINATION OF THE ACQUIRED ASSETS AND ALL OTHER MATTERS
AFFECTING OR RELATING TO THE TRANSACTIONS CONTEMPLATED UNDER THE AGREEMENT AS
BUYER AND BUYER PARENT HAVE DEEMED NECESSARY. EXCEPT AS EXPRESSLY SET FORTH IN
THIS §3, SELLER (INCLUDING, WITHOUT LIMITATION, ANY AGENT, EMPLOYEE,