|
(ii) The buildings,structures,and improvements located on,or annexed to,the Owned
<br /> Real Property ("Improvements") are in good order and repair, ordinary wear and tear excepted, and are in
<br /> good and safe condition,free from material defects, suitable for their continued use in the manner in which
<br /> they are presently used, and adequate to meet all present requirements of the Business;
<br /> (iii) The Improvements (A) were constructed and completed in compliance, in all
<br /> material respects, with all Laws and the industry standards for materials and workmanship at the time of
<br /> construction, and (B) comply with valid and current certificates of occupancy or similar permits to the
<br /> extent required by Law for the use thereof,and conform in all material respects to all applicable Laws,land
<br /> use, building ordinances, and health and safety ordinances;
<br /> (iv) All electrical, plumbing, heating and air-conditioning, and exterior drainage
<br /> systems and equipment, in,under,or on the Owned Real Property are in good condition and working order,
<br /> ordinary wear and tear excepted;
<br /> (v) To Sellers' knowledge,there is no subsidence or other soil condition that does, or
<br /> is reasonably likely,to adversely affect any of the Owned Real Property;
<br /> (vi) Neither the Owned Real Property nor any part thereof is subject to any purchase
<br /> options,rights of first offer,rights of first refusal, or other similar rights in favor of any Person; and
<br /> (vii) To Sellers' knowledge, there are no material encroachments on the Owned Real
<br /> Property and the Improvements do not encroach upon any Easement or any adjoining land or adjoining
<br /> street.
<br /> SECTION 3.09. Leased Real Property. No leased or licensed real property is used or held for
<br /> use in the Business.
<br /> SECTION 3.10. Contracts.
<br /> (a) For purposes of this Agreement, "Contract" means each contract, subcontract, lease,
<br /> purchase order (including open purchase orders), supply agreement, understanding, instrument, note,
<br /> warranty, license, sublicense, insurance policy, benefit plan, and other contract, agreement, or legally
<br /> binding commitment or undertaking of any kind or nature, whether oral or written, and whether express or
<br /> implied,of the Business(each,a"Contract"). Except as set forth on Schedule 3.01,all Acquired Contracts
<br /> are valid, binding, enforceable, and fully assignable to Buyer in accordance with their terms without any
<br /> change to, or acceleration of, such terms. No party to any Acquired Contract is in breach or default. No
<br /> event or omission has occurred that would, and neither the execution and delivery of this Agreement nor
<br /> the consummation of the Transactions will, result in any party being in breach or default of any Acquired
<br /> Contract, with or without the giving of notice, the passage of time, or both. All Acquired Contracts have
<br /> been, and can be, performed in compliance with their terms and conditions without undue or unusual
<br /> expenditures of money or effort. All products and services furnished pursuant to the Acquired Contracts
<br /> meet all applicable specifications and requirements,and there are no product liability,warranty,field repair,
<br /> or other claims by anyone against any Seller arising from any thereof. No customer of any Seller under
<br /> any Acquired Contract has prepaid, whether as a deposit or otherwise,and no Seller has received any such
<br /> prepayments,whether as a deposit or otherwise,for products or services to be provided under such Acquired
<br /> Contract after the Closing.
<br /> (b) With respect to the Business, no Seller has entered into any prime contract, subcontract
<br /> blanket purchase agreement, purchase order, task order, delivery order, change order, basic ordering
<br /> agreement,pricing agreement,letter contract,or other similar arrangement of any kind with a United States
<br /> 12
<br />
|