THE PROPERTY, FREE AND
CLEAR OF ALL LIENS, ENCUMBRANCES, CLAIMS, COVENANTS, CONDITIONS, RESTRICTIONS,
EASEMENTS, RIGHTS OF WAY, OPTIONS, JUDGMENTS OR OTHER MATTERS, EXCEPT PERMITTED
LIENS AND AS SET FORTH ON THE REAL ESTATE SCHEDULE ATTACHED HERETO.
(II)
COMPANY HAS RECEIVED NO NOTICE OF ANY PROCEEDINGS PENDING OR
THREATENED TO CHANGE, DOWNZONE OR RECLASSIFY THE EXISTING ZONING CLASSIFICATION
AS TO ANY PORTION OF THE PROPERTY.
(III)
THERE ARE NO EXISTING DEFECTS, STRUCTURAL, MECHANICAL OR
OTHERWISE, IN THE IMPROVEMENTS INCLUDED AS PART OF THE PROPERTY WHICH COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
COMPANY HAS NO
KNOWLEDGE, AND HAS RECEIVED NO
13
NOTICES FROM GOVERNMENTAL OFFICIALS, INSURANCE CARRIERS OR OTHERS TO THE EFFECT
THAT ANY OF THE PROPERTY (OR ANY USE THEREOF) IS IN VIOLATION OF ANY LEGAL
REQUIREMENT.
(IV)
EXCEPT AS SET FORTH ON THE REAL ESTATE SCHEDULE, NONE OF THE
COMPANY AND ITS SUBSIDIARIES HAS LEASED OR OTHERWISE GRANTED TO ANY PERSON THE
RIGHT TO USE OR OCCUPY SUCH PROPERTY, AND
(V)
EXCEPT AS SET FORTH ON THE REAL ESTATE SCHEDULE, OTHER THAN THE
RIGHT OF THE PURCHASER PURSUANT TO THIS AGREEMENT, THERE ARE NO OUTSTANDING
OPTIONS, RIGHTS OF FIRST OFFER OR RIGHTS OF FIRST REFUSAL TO PURCHASE SUCH
PROPERTY OR ANY PORTION THEREOF.
(B)
THE ATTACHED REAL ESTATE SCHEDULE LISTS ALL REAL PROPERTY THAT
EACH OF THE COMPANY AND ITS SUBSIDIARIES LEASES OR SUBLEASES FROM ANY OTHER
PERSON.
EXCEPT AS SET FORTH ON THE ATTACHED REAL ESTATE SCHEDULE, TO THE
COMPANY'S KNOWLEDGE, WITH RESPECT TO EACH LEASE AND SUBLEASE LISTED ON THE REAL
ESTATE SCHEDULE, THE LEASE OR SUBLEASE IS LEGAL, VALID, BINDING, ENFORCEABLE,
AND IN FULL FORCE AND EFFECT, EXCEPT WHERE THE ILLEGALITY, INVALIDITY,
NONBINDING NATURE, UNENFORCEABILITY, OR INEFFECTIVENESS COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NONE OF COMPANY OR ANY OF ITS
SUBSIDIARIES IS IN DEFAULT UNDER ANY LEASE OR SUBLEASE WHICH DEFAULT COULD
RESULT IN A MATERIAL ADVERSE EFFECT, AND, TO COMPANY'S KNOWLEDGE, NO LANDLORD
(OR SUBLANDLORD, AS APPLICABLE) IS IN DEFAULT UNDER ANY SUCH LEASE OR SUBLEASE.
4.12
CERTAIN LITIGATION.
THE ATTACHED LITIGATION SCHEDULE SETS FORTH
EACH INSTANCE IN WHICH ANY OF THE COMPANY OR ITS SUBSIDIARIES (A) (I) IS SUBJECT
TO ANY OUTSTANDING INJUNCTION, JUDGMENT, ORDER OR DECREE, (II) IS A PARTY TO ANY
SUIT WHICH HAS BEEN FILED, OR (III) IS A PARTY TO ANY PROCEEDING OR HEARING IN
OR BEFORE, OR, TO THE COMPANY'S KNOWLEDGE, INVESTIGATION OF, ANY COURT OF
QUASI-JUDICIAL OR ADMINISTRATIVE AGENCY OF ANY FEDERAL, STATE, LOCAL, OR FOREIGN
JURISDICTION, AND (B) TO THE COMPANY'S KNOWLEDGE EACH INSTANCE IN WHICH ANY OF
THE FOREGOING IS THREATENED.
4.13
EMPLOYEE BENEFITS.
THE EMPLOYEE BENEFITS SCHEDULE LISTS EACH
EMPLOYEE BENEFIT PLAN THAT ANY OF THE COMPANY AND ITS SUBSIDIARIES MAINTAINS OR
TO WHICH ANY OF THE COMPANY AND ITS SUBSIDIARIES CONTRIBUTES OR HAS ANY MATERIAL
LIABILITIES.
EXCEPT AS SET FORTH ON THE EMPLOYEE BENEFITS SCHEDULE:
(A)
EACH SUCH EMPLOYEE BENEFIT PLAN COMPLIES IN FORM AND IN OPERATION
IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LEGAL