WAIVED ANY MATERIAL CLAIMS OR
RIGHTS;
(XII)
COMPROMISED OR SETTLED ANY LITIGATION,
PROCEEDING OR OTHER GOVERNMENTAL ACTION RELATING TO THE ASSETS, THE BUSINESS OR
EITHER OF THE CORPORATIONS;
(XIII)
CANCELLED OR REDUCED ANY INSURANCE COVERAGE; OR
(XIV)
AUTHORIZED, AGREED OR OTHERWISE COMMITTED, WHETHER
OR NOT IN WRITING, TO DO ANY OF THE FOREGOING.
In addition, neither of the Corporations has (i) made or agreed to make, any
change in any method of accounting or auditing practice, or (ii) amended or
approved any amendment to its constating documents, by-laws or capital
structure.
(L)
NO MATERIAL ADVERSE CHANGE.
SINCE
DECEMBER 31, 2002, THERE HAS NOT BEEN ANY MATERIAL ADVERSE CHANGE IN THE
AFFAIRS, PROSPECTS, OPERATIONS OR CONDITION OF EITHER OF THE CORPORATIONS, THE
ASSETS OR THE BUSINESS AND, TO THE BEST KNOWLEDGE OF THE VENDORS, NO EVENT HAS
OCCURRED OR CIRCUMSTANCE EXISTS WHICH MAY RESULT IN SUCH A MATERIAL ADVERSE
CHANGE (OTHER THAN CHANGES AFFECTING BUSINESSES GENERALLY OR GENERAL ECONOMIC
CONDITIONS AFFECTING INDUSTRY GENERALLY).
(M)
COMPLIANCE WITH LAWS.
EACH OF THE
CORPORATIONS IS CONDUCTING AND HAS ALWAYS CONDUCTED THE BUSINESS, AND ANY PAST
BUSINESS, IN COMPLIANCE WITH ALL LAWS.
(N)
AUTHORIZATIONS.
EACH OF THE CORPORATIONS
OWNS, HOLDS, POSSESSES OR LAWFULLY USES IN THE OPERATION OF THE BUSINESS, ALL
AUTHORIZATIONS WHICH ARE, IN ANY MANNER, NECESSARY FOR IT TO CONDUCT THE
BUSINESS AS PRESENTLY OR PREVIOUSLY CONDUCTED OR FOR THE OWNERSHIP AND USE OF
THE ASSETS IN COMPLIANCE WITH ALL LAWS.
ALL AUTHORIZATIONS MATERIAL TO EACH OF
THE CORPORATIONS OR THE BUSINESS ARE LISTED IN SCHEDULE O HERETO (THE "MATERIAL
AUTHORIZATIONS").
EACH AUTHORIZATION IS VALID, SUBSISTING AND IN GOOD STANDING,
NEITHER OF THE CORPORATIONS IS IN DEFAULT OR BREACH OF ANY AUTHORIZATION AND NO
PROCEEDING IS PENDING OR, TO THE BEST KNOWLEDGE OF THE VENDORS, THREATENED TO
REVOKE OR LIMIT ANY AUTHORIZATION.
ALL AUTHORIZATIONS ARE RENEWABLE BY THEIR
TERMS OR IN THE ORDINARY COURSE OF BUSINESS WITHOUT THE NEED FOR EITHER OF THE
CORPORATIONS TO COMPLY WITH ANY SPECIAL RULES OR PROCEDURES, AGREE TO ANY
MATERIALLY DIFFERENT TERMS OR CONDITIONS OR PAY ANY AMOUNTS OTHER THAN ROUTINE
FILING FEES.
NONE OF THE VENDORS, NOR ANY PERSON RELATED TO ANY OF THE VENDORS,
OWNS OR HAS ANY PROPRIETARY, FINANCIAL OR OTHER INTEREST (DIRECT OR INDIRECT) IN
ANY AUTHORIZATION WHICH EITHER OF THE
17
CORPORATIONS OWNS, POSSESSES OR USES IN THE OPERATION OF THE BUSINESS, AS NOW OR
PREVIOUSLY CONDUCTED.
(O)
SUFFICIENCY OF ASSETS.
THE BUSINESS IS THE
ONLY BUSINESS OPERATION CARRIED ON BY THE CORPORATIONS AND THE ASSETS INCLUDE
ALL RIGHTS AND PROPERTY NECESSARY TO THE CONDUCT OF THE BUSINESS AFTER THE
CLOSING SUBSTANTIALLY IN THE SAME MANNER AS IT WAS CONDUCTED PRIOR TO THE
CLOSING.
WITH THE EXCEPTION OF INVENTORY IN TRANSIT, ALL OF THE ASSETS ARE
SITUATE AT THE LEASED PROPERTIES.
(P)
TITLE TO THE ASSETS.
THE CORPORATIONS OWN
(WITH GOOD TITLE) ALL OF THE PROPERTIES AND ASSETS (WHETHER REAL, PERSONAL OR
MIXED AND WHETHER TANGIBLE OR INTANGIBLE) THAT THEY PURPORT TO OWN, INCLUDING
ALL THE PROPERTIES AND ASSETS REFLECTED AS