MERGER
UNDER SECTION 5.11 ("PERSONAL PROPERTY"),
FREE AND CLEAR OF ALL LIENS EXCEPT
FOR PERMITTED LIENS; AND NO ITEM OF PERSONAL PROPERTY IS SUBJECT TO ANY LEASE,
SUBLEASE, OPTION, CONDITIONAL SALE AGREEMENT,
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FRANCHISE, LICENSE OR CONTRACT PURSUANT TO WHICH A THIRD PARTY MAY HOLD, USE OR
CLAIM ANY RIGHT OR INTEREST IN OR TO SUCH PERSONAL PROPERTY. UPON CONSUMMATION
OF THE MERGER, THE SURVIVING CORPORATION WILL ACQUIRE GOOD AND MARKETABLE TITLE
TO THE PERSONAL PROPERTY, FREE AND CLEAR OF ALL LIENS EXCEPT FOR PERMITTED
LIENS. OTHER THAN AS TO PIPE SCHEDULED FOR REPLACEMENT AS PREVIOUSLY DISCLOSED
TO C&T OR AS PROJECTED BY C&T (IN A PROJECTION HERETOFORE PROVIDED TO COMPANY)
AS NEEDING REPLACEMENT (A DESCRIPTION OF WHICH IS ATTACHED IN SECTION 3.12 OF
THE COMPANY DISCLOSURE SCHEDULE), ALL PERSONAL PROPERTY OF THE COMPANY USED OR
USABLE IN THE ORDINARY COURSE OF
BUSINESS IS IN OPERATING CONDITION AND REPAIR,
SUBJECT ONLY TO NORMAL MAINTENANCE REQUIREMENTS. ALL PERSONAL PROPERTY IS IN THE
CUSTODY OR CONTROL OF THE COMPANY. NO USE OF ANY TANGIBLE PROPERTY IS IN
VIOLATION OF ANY EXISTING LAWS.
(B)
SECTION 3.12 OF THE COMPANY DISCLOSURE SCHEDULE LISTS ALL OF THE
REAL PROPERTY OWNED, DEMISED BY LEASES, SUBLEASES OR OTHER OCCUPANCY AGREEMENTS
(THE "LEASES"), CURRENTLY LEASED, USED, MANAGED OR OCCUPIED BY THE COMPANY
(COLLECTIVELY THE "REAL PROPERTY"), WITH ANNOTATION AS TO THE NATURE OF THE
RIGHTS (OWNED, LEASED, MANAGED, ETC.) FOR EACH PROPERTY SO LISTED. THE REAL
PROPERTY HAS ACCESS, SUFFICIENT FOR THE CONDUCT OF THE BUSINESS OF THE COMPANY
AS NOW CONDUCTED OR AS PRESENTLY PROPOSED BY THE COMPANY TO BE CONDUCTED, TO
PUBLIC ROADS AND TO ALL UTILITIES, INCLUDING ELECTRICITY, SANITARY AND STORM
SEWER, POTABLE WATER, NATURAL GAS AND OTHER UTILITIES, USED IN THE OPERATION OF
THE BUSINESS AT THAT LOCATION.
(C)
EXCEPT AS SET FORTH IN SECTION 3.12 OF THE COMPANY DISCLOSURE
SCHEDULE, THERE ARE NO MANAGEMENT, SERVICE, EQUIPMENT, SUPPLY, MAINTENANCE,
SECURITY, ALARM, OR CONCESSION AGREEMENTS OR CONTRACTS WITH RESPECT TO OR
AFFECTING THE REAL PROPERTY.
(D)
ALL BUILDINGS AND OTHER IMPROVEMENTS ON THE REAL PROPERTY
(INCLUDING ALL ROADS, PARKING AREAS, CURBS, SIDEWALKS, SEWERS AND OTHER
UTILITIES) HAVE BEEN COMPLETED AND INSTALLED IN ACCORDANCE WITH THE PLANS AND
SPECIFICATIONS APPROVED, TO THE EXTENT REQUIRED, BY THE GOVERNMENTAL ENTITIES
HAVING JURISDICTION OVER SUCH MATTERS. CERTIFICATES OF OCCUPANCY AND ALL OTHER
LICENSES, PERMITS, AUTHORIZATIONS AND APPROVALS REQUIRED BY ALL GOVERNMENTAL
ENTITIES HAVING JURISDICTION AND THE REQUISITE CERTIFICATES OF THE LOCAL BOARD
OF FIRE UNDERWRITERS (OR OTHER BODY EXERCISING SIMILAR FUNCTIONS) HAVE BEEN
ISSUED FOR THE BUILDINGS AND OTHER IMPROVEMENTS ON THE REAL PROPERTY, HAVE BEEN
PAID FOR, AND ARE IN FULL FORCE AND EFFECT.
(E)
THE PAST AND CONTINUED MAINTENANCE, OPERATION AND USE OF THE
BUILDINGS AND OTHER IMPROVEMENTS ON THE REAL PROPERTY DO NOT VIOLATE ANY USE,
ZONING, BUILDING, HEALTH, FIRE OR OTHER LAW, ORDINANCE, ORDER OR REGULATION OR
ANY STATEMENT OF OCCUPANCY ISSUED FOR THE REAL PROPERTY. THERE ARE NO VIOLATIONS
OF ANY FEDERAL, STATE, COUNTY OR MUNICIPAL LAW, ORDINANCE, ORDER, REGULATION OR
REQUIREMENT AFFECTING