BELOW-STANDARD
QUALITY, ALL OF WHICH HAVE BEEN WRITTEN OFF OR WRITTEN DOWN TO NET REALIZABLE
VALUE IN THE FINANCIAL STATEMENTS OR ON THE ACCOUNTING RECORDS OF THE ACQUIRED
ENTITIES AS OF THE CLOSING DATE, AS THE CASE MAY BE.
THE ACQUIRED ENTITIES DO
NOT HAVE ANY INVENTORIES CLASSIFIED AS FINISHED GOODS FOR SALE OR RAW MATERIALS
OR WORK-IN-PROCESS FOR THE PRODUCTION OF SUCH FINISHED GOODS.
THE ACQUIRED
ENTITIES ARE NOT IN POSSESSION OF ANY INVENTORY NOT OWNED BY THE ACQUIRED
ENTITIES.
ALL OF THE INVENTORIES HAVE BEEN VALUED AT THE LOWER OF COST OR NET
REALIZABLE VALUE.
INVENTORIES NOW ON HAND THAT WERE PURCHASED AFTER THE DATE OF
THE INTERIM BALANCE SHEET WERE PURCHASED IN THE ORDINARY COURSE OF BUSINESS AT A
COST NOT SUBSTANTIALLY EXCEEDING MARKET PRICES PREVAILING AT THE TIME OF
PURCHASE.
THE QUANTITIES OF EACH ITEM OF INVENTORIES ARE REASONABLE IN THE
PRESENT CIRCUMSTANCES OF THE ACQUIRED ENTITIES.
SECTION 4.8
REAL PROPERTY.
EXCEPT AS SET FORTH ON SCHEDULE 4.8, NONE
OF THE ACQUIRED ENTITIES OWN ANY FEE SIMPLE INTEREST IN REAL PROPERTY.
SCHEDULE
4.8 LISTS AND DESCRIBES BRIEFLY ALL REAL PROPERTY LEASED OR SUBLEASED TO AN
ACQUIRED ENTITY.
THE CORPORATION HAS MADE AVAILABLE TO THE BUYER CORRECT AND
COMPLETE COPIES OF THE LEASES AND SUBLEASES LISTED IN SCHEDULE 4.8, EACH AS
AMENDED TO DATE.
WITH RESPECT TO EACH LEASE AND SUBLEASE LISTED IN SCHEDULE
4.8, AND ANY AMENDMENT THERETO:
(A)
THE LEASE OR SUBLEASE, AND ANY AMENDMENT THERETO, IS LEGAL, VALID,
BINDING, ENFORCEABLE, AND IN FULL FORCE AND EFFECT;
(B)
THE LEASE OR SUBLEASE WILL CONTINUE TO BE LEGAL, VALID, BINDING,
ENFORCEABLE, AND IN FULL FORCE AND EFFECT ON THE SAME TERMS IMMEDIATELY
FOLLOWING THE CLOSING, EXCEPT TO THE EXTENT THAT ENFORCEABILITY MAY BE LIMITED
BY APPLICABLE BANKRUPTCY, REORGANIZATION, INSOLVENCY, MORATORIUM OR OTHER LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS IN GENERAL AND EXCEPT THAT THE
AVAILABILITY OF EQUITABLE REMEDIES, INCLUDING SPECIFIC PERFORMANCE, IS SUBJECT
TO THE DISCRETION OF THE COURT BEFORE WHICH ANY PROCEEDING THEREFOR MAY BE
BROUGHT;
(C)
NO ACQUIRED ENTITY AND, TO THE KNOWLEDGE OF THE SELLERS, NO OTHER
PARTY TO THE LEASE OR SUBLEASE IS IN BREACH OR DEFAULT, AND NO EVENT HAS
OCCURRED WHICH, WITH NOTICE OR LAPSE OF TIME, WOULD CONSTITUTE A BREACH OR
DEFAULT OR PERMIT TERMINATION, MODIFICATION, OR ACCELERATION THEREUNDER;
(D)
NO ACQUIRED ENTITY AND, TO THE KNOWLEDGE OF THE SELLERS, NO OTHER
PARTY TO THE LEASE OR SUBLEASE HAS REPUDIATED ANY PROVISION THEREOF;
(E)
TO THE KNOWLEDGE OF THE SELLERS, THERE ARE NO DISPUTES, ORAL
AGREEMENTS, OR FORBEARANCE PROGRAMS IN EFFECT AS TO THE LEASE OR SUBLEASE;
20
(F)
WITH RESPECT TO EACH SUBLEASE, NEITHER THE ACQUIRED ENTITIES NOR
THE SELLERS HAVE TAKEN ANY ACTION THAT WOULD CAUSE THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN SECTIONS 4.8(A) THROUGH 4.8(E) ABOVE TO BE UNTRUE OR
INCORRECT WITH RESPECT TO THE UNDERLYING LEASE;
(G)
THE ACQUIRED ENTITIES HAVE NOT ASSIGNED, TRANSFERRED, CONVEYED,
MORTGAGED, DEEDED IN TRUST, OR ENCUMBERED ANY INTEREST IN THE LEASEHOLD OR
SUBLEASEHOLD; AND
(H)
ALL FACILITIES