OPERATION OF SUCH
IMPROVEMENTS AS CURRENTLY OPERATED.
NEITHER THE WHOLE NOR ANY PORTION OF THE
IMPROVEMENTS HAVE BEEN CONDEMNED, REQUISITIONED OR OTHERWISE TAKEN BY ANY
GOVERNMENTAL AUTHORITY, AND SELLING STOCKHOLDER 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 BUSINESSES OF THE COMPANIES AS PRESENTLY CONDUCTED AND A
CERTIFICATE OF OCCUPANCY OR OTHER SIMILAR GOVERNMENTAL APPROVAL FOR EACH OF THE
COMPANIES TO CONDUCT ITS BUSINESS HAS BEEN ISSUED AND IS IN GOOD STANDING, AND
EACH COMPANY 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),
SELLING STOCKHOLDER HAS NOT RECEIVED ANY WRITTEN NOTICE THAT EITHER OF THE
COMPANIES IS IN VIOLATION OF, AND SELLING STOCKHOLDER HAS NO KNOWLEDGE THAT
EITHER COMPANY 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.
(L)
INVENTORIES.
THE VALUES AT WHICH
INVENTORIES ARE CARRIED ON THE COMPANIES' FINANCIAL STATEMENTS REFLECT THE
NORMAL INVENTORY VALUATION POLICIES OF THE COMPANIES.
(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 EITHER OF THE COMPANIES IS A PARTY OR
BY WHICH EITHER OF THE COMPANIES OR ANY OF THEIR 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 IS MATERIAL TO THE BUSINESS, OPERATIONS, ASSETS,
CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS OF EITHER OF THE COMPANIES AND
INVOLVES THE PAYMENT OR RECEIPT OF CONSIDERATION IN EXCESS OF $25,000 OVER THE
TERM OF SUCH COMPANY AGREEMENT (THE "MATERIAL COMPANY AGREEMENTS"). TRUE AND
CORRECT COPIES OF ALL WRITTEN MATERIAL COMPANY AGREEMENTS AND AN ACCURATE,
COMPLETE
21
AND WRITTEN DESCRIPTION OF ALL VERBAL MATERIAL COMPANY AGREEMENTS HAVE BEEN
PROVIDED OR MADE AVAILABLE TO APOLLO. EXCEPT AS DISCLOSED IN SCHEDULE 6.1(M),
NEITHER THE COMPANIES NOR, TO THE KNOWLEDGE OF THE SELLING STOCKHOLDER, ANY
OTHER PARTY TO ANY MATERIAL COMPANY AGREEMENT, IS IN DEFAULT THEREUNDER, AND NO
EVENT HAS OCCURRED WHICH, WITH THE PASSAGE OF TIME OR THE GIVING OF NOTICE, OR
BOTH, WOULD CONSTITUTE A DEFAULT BY THE COMPANIES THEREUNDER, OR TO SELLING
STOCKHOLDER'S KNOWLEDGE, BY ANY OTHER PARTY TO ANY SUCH CONTRACT OR AGREEMENT.
(N)
TRANSACTIONS WITH AFFILIATES.
SCHEDULE 6.1(N) IS A TRUE, CORRECT, AND COMPLETE LIST OF ALL EXISTING BUSINESS
RELATIONSHIPS BETWEEN THE COMPANIES AND ANY OF THE AFFILIATES OF THE COMPANIES
THAT RELATE IN ANY MATERIAL WAY TO THE CONDUCT OF THE COMPANIES' RESPECTIVE
BUSINESSES AND THAT ARE EXPECTED TO CONTINUE AFTER THE CLOSING.
(O)
ENVIRONMENTAL.
TRUE, COMPLETE AND