LAWS APPLICABLE TO
MOUNTAIN STATES OR ANY OF ITS BUSINESS OR PROPERTIES, EXCEPT FOR WHERE THE
FAILURE TO BE IN SUCH COMPLIANCE COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
(III)
MOUNTAIN STATES OWNS OR HOLDS ALL
GOVERNMENTAL APPROVALS MATERIAL TO THE CONDUCT OF ITS BUSINESS. TO SELLER'S
KNOWLEDGE, NO EVENT HAS OCCURRED AND IS CONTINUING WHICH PERMITS, OR AFTER
NOTICE OR THE LAPSE OF TIME, OR BOTH, WOULD PERMIT, ANY MODIFICATION OR
TERMINATION OF ANY SUCH GOVERNMENTAL APPROVAL.
(K)
PROPERTY.
(I)
SCHEDULE 6.1(K) HERETO IS A LIST OF ALL
REAL PROPERTY OWNED BY OR LEASED TO MOUNTAIN STATES (INCLUDING ALL REAL PROPERTY
OWNED BY OR LEASED TO MOUNTAIN STATES AND USED IN MOUNTAIN STATES' BUSINESS) AND
OF ALL OPTIONS OR OTHER CONTRACTS TO ACQUIRE ANY SUCH REAL PROPERTY
(COLLECTIVELY, THE "REAL PROPERTY"). TO SELLER'S KNOWLEDGE, EXCEPT AS SET FORTH
ON SCHEDULE 6.1(K), OR IN THE ENVIRONMENTAL REPORTS, ALL IMPROVEMENTS TO THE
REAL PROPERTY ("IMPROVEMENTS") OWNED OR LEASED BY MOUNTAIN STATES CONFORM IN ALL
MATERIAL RESPECTS WITH ALL APPLICABLE LAWS AND SUCH IMPROVEMENTS DO NOT ENCROACH
IN ANY MATERIAL RESPECT ON THE PROPERTY OF OTHERS. ALL IMPROVEMENTS ARE SUPPLIED
WITH UTILITIES (INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, DISPOSAL,
ELECTRICITY, GAS, AND TELEPHONE) NECESSARY FOR THE OPERATION OF SUCH
IMPROVEMENTS AS CURRENTLY OPERATED.
EXCEPT AS SET FORTH ON SCHEDULE 6.1(K),
NEITHER THE WHOLE NOR ANY PORTION OF THE IMPROVEMENTS HAVE BEEN CONDEMNED,
REQUISITIONED OR OTHERWISE TAKEN BY ANY GOVERNMENTAL AUTHORITY, AND SELLER HAS
NOT RECEIVED ANY NOTICE THAT ANY SUCH CONDEMNATION, REQUISITION, OR TAKING IS
THREATENED, WHICH CONDEMNATION, REQUISITION, OR TAKING WOULD PRECLUDE OR
MATERIALLY IMPAIR THE CURRENT USE THEREOF.
(II)
THE REAL PROPERTY IS ZONED TO PERMIT THE
CONDUCT OF THE BUSINESS OF MOUNTAIN STATES AS PRESENTLY CONDUCTED AND A
CERTIFICATE OF OCCUPANCY OR OTHER SIMILAR GOVERNMENTAL APPROVAL TO CONDUCT ITS
BUSINESS HAS BEEN ISSUED AND IS IN GOOD STANDING, AND MOUNTAIN STATES IS
AUTHORIZED TO CONDUCT ITS BUSINESS ON ALL OR ANY PART OF ITS REAL PROPERTY.
(III)
EXCEPT AS SET FORTH IN SCHEDULE 6.1(K),
SELLER HAS NOT RECEIVED ANY WRITTEN NOTICE THAT IT IS IN VIOLATION OF, AND
SELLER HAS NO KNOWLEDGE THAT IT IS IN MATERIAL VIOLATION OF, ANY ZONING, USE,
OCCUPANCY, BUILDING, WETLANDS, ORDINANCE, OR OTHER LAW RELATING TO THE
IMPROVEMENTS, INCLUDING WITHOUT LIMITATION, ANY ENVIRONMENTAL LAW.
18
(L)
INVENTORIES.
THE VALUES AT WHICH
INVENTORIES ARE CARRIED ON THE MOUNTAIN STATES BALANCE SHEETS REFLECT THE NORMAL
INVENTORY VALUATION POLICIES OF MOUNTAIN STATES.
(M)
CONTRACTS, ETC.
AS USED IN THIS AGREEMENT,
THE TERM "COMPANY AGREEMENTS" SHALL MEAN ALL MORTGAGES, INDENTURES, NOTES,
AGREEMENTS, CONTRACTS, LEASES, LICENSES, FRANCHISES, OBLIGATIONS, INSTRUMENTS OR
OTHER COMMITMENTS, ARRANGEMENTS OR UNDERSTANDINGS OF ANY KIND, WHETHER WRITTEN
OR ORAL, BINDING OR NON-BINDING TO WHICH MOUNTAIN STATES IS A PARTY OR BY WHICH
MOUNTAIN STATES OR ANY OF ITS PROPERTIES MAY BE BOUND OR AFFECTED, INCLUDING ALL
AMENDMENTS, MODIFICATIONS, EXTENSIONS OR RENEWALS OF ANY OF THE FOREGOING. SET
FORTH ON SCHEDULE 6.1(M) IS A COMPLETE AND ACCURATE LIST OF EACH COMPANY
AGREEMENT WHICH