OUT OF OR RELATING TO
ANY EMPLOYEE, OFFICER, OR DIRECTOR OF SELLER, OR THE OPERATION, SPONSORSHIP OR
PARTICIPATION OF ANY SUCH PERSONS OR BY SELLER IN ANY EMPLOYEE BENEFIT PLAN,
PROGRAM, PROCEDURE OR OTHER EMPLOYEE BENEFIT PRACTICE, WHETHER OR NOT SUBJECT TO
THE EMPLOYEE RETIREMENT INSURANCE SECURITY ACT OF 1974.
3.10
OWNERSHIP OF PROPERTY.
SELLER HAS GOOD AND
MARKETABLE TITLE TO THE ACQUIRED ASSETS, WHETHER REAL OR PERSONAL, TANGIBLE OR
INTANGIBLE, SUBJECT TO NO ENCUMBRANCES.
WITH RESPECT TO ANY ACQUIRED ASSETS
WHICH ARE SUBJECT TO A LEASE, SELLER AS LESSEE HAS THE RIGHT UNDER VALID AND
EXISTING LEASES TO OCCUPY, USE, POSSESS AND CONTROL ANY SUCH ACQUIRED ASSETS
LEASED BY SELLER, AS PRESENTLY OCCUPIED, USED, POSSESSED AND CONTROLLED BY
SELLER.
SELLER HAS MADE AVAILABLE FOR INSPECTION BY BUYER ALL OF THE TANGIBLE
ASSETS, AND SUCH TANGIBLE ASSETS ARE SOLD AND PURCHASED HEREUNDER ON AN "AS IS"
BASIS, WITH ALL FAULTS.
ALL THE ACQUIRED ASSETS ARE BEING OPERATED AND
MAINTAINED IN MATERIAL COMPLIANCE WITH ALL LEASES, CONTRACTS AND COMMITMENTS TO
WHICH SELLER IS A PARTY OR BY WHICH SELLER OR SUCH ACQUIRED ASSETS ARE BOUND.
3.11
BROKERS AND FINDERS.
THE ASSUMED LIABILITIES DO
NOT INCLUDE ANY LIABILITY INCURRED BY THE SELLER, SHAREHOLDER OR ANY OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, FOR ANY FINANCIAL ADVISORY
FEES, BROKERAGE FEES, COMMISSIONS OR FINDER'S FEES DIRECTLY OR INDIRECTLY IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ALL SUCH FEES
OR COMMISSIONS SHALL BE PAID BY SELLER OR ITS SHAREHOLDER.
EXCEPT FOR
CHARBONNEAU AND ASSOCIATES, INC., SELLER HAS NOT EMPLOYED, AND IS NOT SUBJECT TO
ANY VALID CLAIM OF, ANY BROKER, FINDER, INVESTMENT BANKER, CONSULTANT OR OTHER
INTERMEDIARY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
WHO WILL BE ENTITLED TO A FEE OR COMMISSION.
3.12
LICENSES AND QUALIFICATIONS.
WITH RESPECT TO THE
GENERATION OR ORIGINATION OF THE PIPELINE LOANS, SELLER HAS NOT BEEN ADVISED BY
ANY AGENCY THAT SELLER IS PROHIBITED UNDER ANY APPLICABLE FEDERAL, STATE AND
LOCAL LAWS AND REGULATIONS FROM CONDUCTING ITS BUSINESS AS A MORTGAGE BROKER OR
LENDER AND SELLER AND/OR SHAREHOLDER KNOWS OF NO SUCH PROHIBITION.
3.13
COMPLIANCE.
EXCEPT AS DISCLOSED IN SECTION 3.13
OF THE DISCLOSURE SCHEDULE, AND EXCEPT AS TO ENVIRONMENTAL, HEALTH AND SAFETY
REQUIREMENTS WHICH ARE COVERED IN SECTION 3.14,
9
SELLER IS, TO THE BEST OF SELLER'S AND/OR SHAREHOLDER'S KNOWLEDGE AND BELIEF, IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL FEDERAL, STATE AND OTHER APPLICABLE
LAWS, RULES, REGULATIONS, INVESTOR GUIDELINES, JUDGMENTS, ORDERS, WRITS,
DECREES, INJUNCTIONS AND OTHER REQUIREMENTS OF ANY COURT OR GOVERNMENTAL
AUTHORITIES APPLICABLE TO THE DIVISION OR THE ACQUIRED ASSETS.
SELLER HAS
TIMELY FILED, OR WILL HAVE TIMELY FILED BY THE CLOSING DATE, ALL MATERIAL
REPORTS REQUIRED BY ANY INVESTOR OR INSURER OR BY ANY FEDERAL, STATE OR
MUNICIPAL LAW, REGULATION OR ORDINANCE, TO BE FILED WITH RESPECT TO THE ACQUIRED
ASSETS.
EXCEPT AS DISCLOSED ON THE DISCLOSURE SCHEDULE, NO AGENCY, INVESTOR OR
PRIVATE MORTGAGE INSURER HAS (I) TO THE KNOWLEDGE OF SELLER AND/OR SHAREHOLDER
CLAIMED THAT SELLER HAS VIOLATED